- Statement of Changes in Beneficial Ownership (4)
December 16 2010 - 12:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PETROLEUM GEO SERVICES ASA
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2. Issuer Name
and
Ticker or Trading Symbol
GEOKINETICS INC
[
GOK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
STRANDVEIEN 4, P.O. BOX 89
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2010
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(Street)
N-1326 LYSAKER, Q8
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series D Junior Preferred Stock
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12/14/2010
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P
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40000
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A
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(1)
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40000
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I
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See footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant to Purchase Common Stock (right to buy)
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$9.64
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12/14/2010
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P
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1165000
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12/14/2010
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12/15/2016
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Common Stock
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1165000
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(1)
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1165000
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Series D and Warrant Purchase Agreement dated as of December 14, 2010 (the "Purchase Agreement") by and among Geokinetics Inc. ("Geokinetics"), Petroleum Geo-Services ASA ("PGS ASA"), Petroleum Geo-Services, Inc. ("PGS Inc.") and the other purchasers identified therein, (i) PGS Inc. purchased 40,000 shares of Series D Junior Preferred Stock of Geokinetics (the "Series D Preferred Stock") and (ii) PGS ASA purchased warrants to purchase up to 1,165,000 shares of Common Stock of Geokinetics (the "Warrants") in exchange for the aggregate purchase price of $10,000,000. On or before December 31, 2010, an allocation of the purchase price between the Series D Preferred Stock and the Warrants will be determined among the parties to the Purchase Agreement.
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(
2)
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The Series D Preferred Stock is owned directly by PGS Inc., and indirectly by PGS ASA as the parent of PGS Inc.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PETROLEUM GEO SERVICES ASA
STRANDVEIEN 4
P.O. BOX 89
N-1326 LYSAKER, Q8
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X
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Signatures
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/s/ Jostein Ueland
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12/16/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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