FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GEOSPACE TECHNOLOGIES CORP [ GEOS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $.01 per share | 02/19/2013 | M(1) | 4,000 | A | $4.325 | 35,930(2) | D | |||
Common Stock, par value $.01 per share | 02/19/2013 | S(1) | 1,505 | D | $108 | 34,425 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (right to buy) | $4.325 | 02/19/2013 | M(3) | 4,000 | 03/25/2004 | 03/25/2013 | Common Stock | 4,000 | (4) | 0 | D | ||||
Options (right to buy) | $8.78 | 12/05/2009(7) | 12/05/2018 | Common Stock | 6,000(5) | 6,000 | D | ||||||||
Options (right to buy) | $21.945 | 02/25/2011(8) | 02/25/2020 | 21.945 | 20,000(6) | 20,000 | D |
Explanation of Responses: |
1. These shares were issued upon the exercise of options (described in Table II) and then immediately sold. |
2. On October 18, 2012, the common stock of Geospace Technologies Corporation (the "Company") split 2-for-1, resulting in the reporting person's direct ownership of 15,965 additional shares of common stock. |
3. 1505 of the shares that were issued upon the exercise of options were immediately sold, as is presented in Table I. |
4. Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II. |
5. On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 3,000 additional options for which the strike price was reduced to $8.78. |
6. On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 10,000 additional options for which the strike price was reduced to $21.945. |
7. This option is fully vested. |
8. This option vests in four equal annual installments beginning February 25, 2011 and will be fully vested on February 25, 2014. |
/s/ Walter R. Wheeler | 02/20/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |