SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)
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Geokinetics Inc.
(Name of Issuer)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
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372910307
(CUSIP Number)
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December 31, 2008
(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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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 on 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 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
).
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CUSIP No.
372910307
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13G/A
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON:
Andreeff Equity Advisors, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
x
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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OWNED
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1,777,114
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BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,777,114
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,777,114
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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16.98%
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12
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TYPE OF REPORTING PERSON*
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IA, CO
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CUSIP No.
372910307
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13G/A
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON:
Dane Andreeff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
x
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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
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Canada
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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OWNED
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1,777,114
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BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,777,114
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,777,114
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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16.98%
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12
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TYPE OF REPORTING PERSON*
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IN, HC
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CUSIP No.
372910307
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13G/A
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON:
Maple Leaf Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
x
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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OWNED
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851,043
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BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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851,043
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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851,043
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.13%
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12
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TYPE OF REPORTING PERSON*
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PN
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CUSIP No.
372910307
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13G/A
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON:
Maple Leaf Offshore, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
x
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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
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Cayman Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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OWNED
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875,755
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BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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875,755
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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875,755
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.37%
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12
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No.
372910307
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13G/A
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Page 6 of 9 Pages
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1
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NAME OF REPORTING PERSON:
Maple Leaf Capital I, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
x
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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OWNED
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901,359
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BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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901,359
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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901,359
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.61%
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12
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TYPE OF REPORTING PERSON*
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CO, HC
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CUSIP No.
372910307
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13G/A
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Page 7 of 9 Pages
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ITEM 1(a). NAME OF ISSUER:
Geokinetics Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1500 City West Blvd., Suite 800
Houston, TX 77042
ITEM 2(a). NAME OF PERSON FILING:
This Schedule 13G/A is being filed on behalf of the following persons (the “Reporting Persons”):
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(i)
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Andreeff Equity Advisors, L.L.C. (“AEA”)
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(ii)
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Dane Andreeff
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(iii)
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Maple Leaf Partners, L.P. (“Partners”)
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(iv)
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Maple Leaf Offshore, Ltd. (“Offshore”)
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(v)
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Maple Leaf Capital I, L.L.C. (“Capital”)
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ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business office of the Reporting Persons filing this Schedule 13G/A is located at 140 East St. Lucia Lane, Santa Rosa Beach, FL 32459.
ITEM 2(c). CITIZENSHIP:
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(i)
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AEA:
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a Delaware limited liability company
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(ii)
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Dane Andreeff:
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Canada
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(iii)
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Partners:
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a Delaware limited partnership
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(iv)
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Offshore:
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a Cayman Islands company
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(v)
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Capital:
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a Delaware limited liability company
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ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common
Stock, par value $0.01 per share
ITEM 2(e). CUSIP Number:
372910307
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CUSIP No.
372910307
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13G/A
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Page 8 of 9 Pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS: One of the following
Not applicable.
ITEM 4. OWNERSHIP:
The information in items 1 and 5 through 11 on the cover pages (pp. 2-6) on this Schedule 13G/A is hereby incorporated by reference.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following.
o
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Mr. Andreeff is the Managing Member of Andreeff Equity Advisors, L.L.C. (“AEA”) and Maple Leaf Capital I, L.L.C. (“Capital”). AEA is the Investment Adviser and Capital is the General Partner of Maple Leaf Partners, L.P., which owns greater than 5% of the issuer’s securities. AEA is the Investment Adviser and
Capital is the General Partner to Maple Leaf Partners I, L.P., which owns less than 5% of the issuer’s securities.
AEA is the Investment Adviser and Mr. Andreeff is the Director of Maple Leaf Offshore, Ltd., which owns greater than 5% of the issuer’s securities.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
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CUSIP No.
372910307
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13G/A
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Page 9 of 9 Pages
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ITEM 10. CERTIFICATION
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.
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.
/s/ Dane Andreeff
Dane Andreeff *
ANDREEFF EQUITY ADVISORS, L.L.C.*
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Managing Member
MAPLE LEAF CAPITAL I, L.L.C.*
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Managing Member
MAPLE LEAF PARTNERS, L.P.*
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Managing Member of its General Partner
MAPLE LEAF OFFSHORE, LTD.*
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Director
* The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.
EXHIBIT A
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a statement on Schedule 13G and all amendments thereto with respect to the Common Stock of Geokinetics Inc. beneficially owned by each of them, and the inclusion of
this Joint Filing Agreement as an exhibit thereto.
Dated: February 13, 2009
/s/ Dane Andreeff
Dane Andreeff
ANDREEFF EQUITY ADVISORS, L.L.C.
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Managing Member
MAPLE LEAF CAPITAL I, L.L.C.
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Managing Member
MAPLE LEAF PARTNERS, L.P.
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Managing Member of its General Partner
MAPLE LEAF OFFSHORE, LTD.
By: Dane Andreeff
/s/ Dane Andreeff
Name: Dane Andreeff
Title: Director