SEC FORM 4

SEC Form 4

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^*

Adams Robbin B.

(Last)

(First)

(Middle)

7007 PINEMONT DRIVE

(Street)

HOUSTON

77040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GEOSPACE TECHNOLOGIES CORP [ GEOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	08/28/2013		M		1,000	A	$8.78	2,550⁽⁷⁾	D
Common Stock, par value $.01 per share	08/28/2013		S⁽¹⁾		1,000	D	$68.797⁽⁶⁾	1,550	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	$21.945							02/25/2014⁽³⁾	02/25/2020	Common Stock	13,000		13,000⁽⁸⁾	D
Options (right to buy)	$8.78	08/28/2013		M⁽²⁾			1,000	12/05/2012⁽⁵⁾	12/05/2018	Common Stock	1,500	⁽⁴⁾	500⁽⁹⁾	D

Explanation of Responses:

1. These shares were issued upon the exercise of options (described in Table II) and then immediately sold.

2. The shares that were issued upon the exercise of options were immediately sold, as is presented in Table I.

3. This option becomes exercisable in equal annual installments over a four year period. The option will become fully exercisable on February 25, 2014.

4. Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in column 2 of this Table II.

5. This option became exercisable in equal annual installments over a four year period, and is now fully exercisable.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.78 to $68.88, inclusive. The reporting person undertakes to provide

7. 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 775 additional shares of common stock.

8. On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 6,500 additional options for which the strike price was reduced to $21.945.

9. On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 750 additional options for which the strike price was reduced to $8.78.

	/S/ Robbin Adams	08/29/2013
	** 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).
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