Geokinetics Inc - Statement of Ownership (SC 13G)
February 27 2008 - 5:15PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
And (d)
and Amendments Thereto Filed Pursuant to § 240.13d-2
Under
the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 372910 20 8
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1.
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Names of Reporting Persons
Levant America S.A.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Liberia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
763,038 shares of Common Stock (inclusive of (i) 225,010 shares issuable upon
conversion of Series B Preferred Stock and (ii) 16,000 shares issuable upon
exercise of warrants)
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6.
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Shared Voting Power
None
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7.
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Sole Dispositive Power
763,038 shares of Common Stock (inclusive of (i) 225,010 shares issuable upon
conversion of Series B Preferred Stock and (ii) 16,000 shares issuable upon
exercise of warrants)
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8.
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Shared Dispositive Power
None
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
763,038 shares of Common Stock (inclusive of (i) 225,010 shares issuable upon
conversion of Series B Preferred Stock and (ii) 16,000 shares issuable upon
exercise of warrants)
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
7.4%
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12.
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Type of Reporting Person
(See Instructions)
CO
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2
Item 1.
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(a)
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Name of Issuer
Geokinetics Inc.
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(b)
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Address of Issuers
Principal Executive Offices
1500 Citywest Blvd., Suite 800, Houston, TX
77040
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Item 2.
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(a)
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Name of Person Filing
Levant America S.A.
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(b)
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Address of Principal
Business Office or, if none, Residence
c/o Byzantine Maritime Corporation
8, Korytsas and Grammou
Streets
Kifisia 14561
Athens, Greece
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(c)
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Citizenship
Liberian
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(d)
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Title of Class of
Securities
Common Stock
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(e)
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CUSIP Number
372910 20 8
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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N/A
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3
Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
763,038 shares of Common
Stock
This amount includes: (i)
522,028 shares of Common Stock owned directly and of record by the Reporting
Person, (ii) 16,000 shares of Common Stock issuable upon exercise of warrants owned by the Reporting Person, and
(iii) 225,010 shares of Common Stock issuable upon conversion of Series B
Preferred Stock owned by the Reporting Person
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(b)
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Percent of class:
7.4%
This percentage is based
upon 10,302,649 shares of Common Stock issued and outstanding as of November
13, 2007, as set forth in the Form 10-Q/A of the Company for the quarterly
period ended September 30, 2007, filed with the Securities and Exchange
Commission on November 14, 2007, plus the aggregate number of shares which
the Reporting Person has the right to acquire within 60 days of December 31, 2007
pursuant to the exercise of warrants and the conversion of convertible
preferred stock owned by the Reporting Person.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
763,038 shares of Common
Stock (inclusive of shares issuable upon the exercise of warrants and
issuable upon the conversion of preferred stock owned by the Reporting
Person)
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(ii)
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Shared power to vote or to
direct the vote
None
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(iii)
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Sole power to dispose or
to direct the disposition of
763,038 shares of Common
Stock (inclusive of shares issuable upon the exercise of warrants and
issuable upon the conversion of preferred stock owned by the Reporting
Person)
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(iv)
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Shared power to dispose or
to direct the disposition of
None
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
o
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N/A
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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N/A
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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N/A
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Item 8.
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Identification and Classification
of Members of the Group
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N/A
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Item 9.
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Notice of Dissolution of Group
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N/A
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4
Item 10.
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Certification
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By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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February 27, 2008
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Date
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/s/ FRANCIS STAFILOPATIS
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Signature
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LEVANT AMERICA S.A.
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By: Francis Stafilopatis,
Vice President
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Name and Title
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5
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