Initial Statement of Beneficial Ownership (3)
April 30 2021 - 5:03PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gates Capital Management, Inc. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/20/2021
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3. Issuer Name and Ticker or Trading Symbol
ION GEOPHYSICAL CORP [IO]
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(Last)
(First)
(Middle)
1177 AVE. OF THE AMERICAS, 46TH FLOOR |
4. 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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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share ("Common Stock") | 4713354 | I | See footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
8.0% Second Lien Convertible Notes, due 2025 | (2) | (2) | Common Stock (3) | (3)(4) | (4) | I (1) | See footnote (1) |
Explanation of Responses: |
(1) | Gates Capital Management, L.P. ("Gates Capital"), acts as the investment manager to certain funds (the "Gates Capital Funds") directly holding the securities reported herein. Gates Capital Management GP, LLC (the "General Partner") is the general partner of Gates Capital. Gates Capital Management, Inc. (the "Corporation"), is the managing member of the General Partner. Jeffrey L. Gates serves as President of the Corporation Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, may be deemed to share beneficial ownership of the securities reported herein. Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interests therein, if any. |
(2) | The Issuer's 8.0% New Second Lien Convertible Notes (the "New Second Lien Convertible Notes") are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding December 15, 2025, the maturity date of the New Second Lien Convertible Notes. |
(3) | Upon conversion of the New Second Lien Convertible Notes, the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock. |
(4) | The Gates Capital Funds hold an aggregate of $70,479,000 in principal amount of the New Second Lien Convertible Notes are convertible into shares of Common Stock at an initial conversion rate of 333.3333 shares of Common Stock per $1,000 principal amount of New Second Lien Convertible Notes (subject to adjustment in certain circumstances in accordance with the terms of the New Second Lien Convertible Notes). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gates Capital Management, Inc. 1177 AVE. OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Gates Jeffrey L 1177 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Gates Capital Management, L.P. 1177 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Gates Capital Management GP, LLC 1177 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10036 |
| X |
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Signatures
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Gates Capital Management, L.P., By: Gates Capital Management GP, LLC, its general partner, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President | | 4/30/2021 |
**Signature of Reporting Person | Date |
Gates Capital Management GP, LLC, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President | | 4/30/2021 |
**Signature of Reporting Person | Date |
Gates Capital Management, Inc., By: /s/ Jeffrey L. Gates, President | | 4/30/2021 |
**Signature of Reporting Person | Date |
Jeffrey L. Gates, By: /s/ Jeffrey L. Gates | | 4/30/2021 |
**Signature of Reporting Person | Date |
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