- Amended Statement of Ownership (SC 13G/A)
February 12 2010 - 1:20PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
|
(Name
of Issuer)
|
Common
Stock, par value $0.01 per share
|
(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:
|
|
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
|
*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
).
|
1
|
|
NAME
OF REPORTING PERSON:
Andreeff
Equity Advisors, L.L.C.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
|
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
|
6
|
|
SHARED
VOTING POWER
|
OWNED
|
|
|
|
1,409,410
|
BY
|
|
|
EACH
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
0
|
PERSON
|
|
|
WITH:
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
1,409,410
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
1,409,410
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
o
|
|
|
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
13.02%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
IA,
OO
|
|
|
|
1
|
|
NAME
OF REPORTING PERSON:
Dane
Andreeff
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
|
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
Canada
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
|
6
|
|
SHARED
VOTING POWER
|
OWNED
|
|
|
|
1,409,410
|
BY
|
|
|
EACH
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
0
|
PERSON
|
|
|
WITH:
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
1,409,410
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
1,409,410
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
o
|
|
|
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
13.02%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
IN,
HC
|
|
|
|
1
|
|
NAME
OF REPORTING PERSON:
Maple
Leaf Capital I, L.L.C.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
|
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
|
6
|
|
SHARED
VOTING POWER
|
OWNED
|
|
|
|
877,727
|
BY
|
|
|
EACH
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
0
|
PERSON
|
|
|
WITH:
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
877,727
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
877,727
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
o
|
|
|
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
8.1%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
CO, HC
|
|
|
|
1
|
|
NAME
OF REPORTING PERSON:
Maple
Leaf Partners, L.P.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
|
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
|
6
|
|
SHARED
VOTING POWER
|
OWNED
|
|
|
|
818,547
|
BY
|
|
|
EACH
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
0
|
PERSON
|
|
|
WITH:
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
818,547
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
818,547
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
o
|
|
|
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
7.6%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
PN
|
|
|
|
1
|
|
NAME
OF REPORTING PERSON:
Maple
Leaf Partners I, L.P.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
|
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
|
6
|
|
SHARED
VOTING POWER
|
OWNED
|
|
|
|
59,179
|
BY
|
|
|
EACH
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
0
|
PERSON
|
|
|
WITH:
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
59,179
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
59,179
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
o
|
|
|
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
0.6%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
PN
|
|
|
|
1
|
|
NAME
OF REPORTING PERSON:
Maple
Leaf Offshore, Ltd.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
|
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Cayman
Islands
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
|
6
|
|
SHARED
VOTING POWER
|
OWNED
|
|
|
|
531,683
|
BY
|
|
|
EACH
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
0
|
PERSON
|
|
|
WITH:
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
531,683
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
531,683
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
o
|
|
|
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
4.9%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
CO
|
|
|
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”):
|
|
(i)
|
|
Andreeff
Equity Advisors, L.L.C. (“AEA”)
|
|
(ii)
|
|
Dane
Andreeff
|
|
(iii)
|
|
Maple
Leaf Capital I, L.L.C. (“Capital”)
|
|
(iv)
|
|
Maple
Leaf Partners, L.P. (“MLP”)
|
|
(v)
|
|
Maple
Leaf Partners I, L.P. (“MLPI”)
|
|
(vi)
|
|
Maple
Leaf Offshore, Ltd. (“MLO”)
|
ITEM
2(b).
|
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE:
|
|
|
|
The
principal business office of each of the Reporting Persons filing this
Schedule 13G/A is located at 140 East St. Lucia Lane, Santa Rosa
Beach, FL 32459.
|
|
(i)
|
AEA
|
Delaware
limited liability company
|
|
(ii)
|
Dane
Andreeff
|
Canada
|
|
(iii)
|
Capital
|
Delaware
limited liability company
|
|
(iv)
|
MLP
|
Delaware
limited partnership
|
|
(v)
|
MLPI
|
Delaware
limited partnership
|
|
(vi)
|
MLO
|
Cayman
Islands company
|
ITEM
2(d).
|
|
TITLE
OF CLASS OF SECURITIES:
|
|
|
|
|
|
Common
Stock, par value $0.01 per share
|
|
|
|
ITEM
2(e).
|
|
CUSIP
Number:
|
|
|
|
|
|
372910307
|
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 A:
Not applicable.
ITEM
4. OWNERSHIP:
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
|
|
|
(a)
|
Amount
beneficially owned:
See
the responses to Item 9 on the attached cover pages.
|
|
|
(b)
|
Percent
of class:
See
the responses to Item 11 on the attached cover pages.
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
See
the responses to Item 5 on the attached cover pages.
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
See
the responses to Item 6 on the attached cover pages.
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
See
the responses to Item 7 on the attached cover pages.
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
See
the responses to Item 8 on the attached cover pages.
|
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.
|
|
|
|
|
|
|
13G/A
|
|
Page
10 of 11 Pages
|
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 the following limited partnerships, which
now own, in the aggregate, greater than 5% of the issuer’s
securities:
(i) Maple
Leaf Partners, L.P.
(ii) Maple
Leaf Partners I, L.P.
AEA is
also the Investment Adviser and Mr. Andreeff is the Director of Maple Leaf
Offshore, Ltd., which owns less 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.
|
|
|
|
|
|
|
13G/A
|
|
Page
11 of 11 Pages
|
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.
|
|
|
MAPLE
LEAF PARTNERS, L.P.*
By: Dane
Andreeff
|
/s/
Dane Andreeff
|
|
/s/
Dane Andreeff
|
Name: Dane
Andreeff *
Title: Director
|
|
Name:
Dane Andreeff
Title: Director
|
|
|
|
ANDREEFF
EQUITY ADVISORS, L.L.C.*
By: Dane
Andreeff
|
MAPLE
LEAF PARTNERS I, L.P.*
By: Dane
Andreeff
|
/s/
Dane Andreeff
|
|
/s/
Dane Andreeff
|
Name: Dane
Andreeff *
Title: Managing
Member
|
|
Name:
Dane Andreeff
Title: Director
|
|
|
|
|
|
|
MAPLE
LEAF CAPITAL I, L.L.C.*
|
MAPLE
LEAF OFFSHORE, LTD.*
By: Dane
Andreeff
|
/s/
Dane Andreeff
|
|
/s/
Dane Andreeff
|
Name: Dane
Andreeff *
Title: Managing
Member
|
|
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, par value $0.01 per share
of Geokinetics Inc. beneficially owned by each of them, and the inclusion of
this Joint Filing Agreement as an exhibit thereto.
Dated:
February 9, 2010
|
|
|
MAPLE
LEAF PARTNERS, L.P.*
By: Dane
Andreeff
|
/s/
Dane Andreeff
|
|
/s/
Dane Andreeff
|
Name: Dane
Andreeff *
Title: Director
|
|
Name:
Dane Andreeff
Title: Director
|
|
|
|
ANDREEFF
EQUITY ADVISORS, L.L.C.*
By: Dane
Andreeff
|
MAPLE
LEAF PARTNERS I, L.P.*
By: Dane
Andreeff
|
/s/
Dane Andreeff
|
|
/s/
Dane Andreeff
|
Name: Dane
Andreeff *
Title: Managing
Member
|
|
Name:
Dane Andreeff
Title: Director
|
|
|
|
|
|
|
MAPLE
LEAF CAPITAL I, L.L.C.*
|
MAPLE
LEAF OFFSHORE, LTD.*
By: Dane
Andreeff
|
/s/
Dane Andreeff
|
|
/s/
Dane Andreeff
|
Name: Dane
Andreeff *
Title: Managing
Member
|
|
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.
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