SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* LAMBERT DALE J (Last) (First) (Middle) 2105 CITYWEST BLVD., SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020	3. Issuer Name and Ticker or Trading Symbol ION GEOPHYSICAL CORP [ IO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Operations Optimization	5. 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 Beneficially Owned
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	48,860(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Employee Stock Option (right to buy)	(2)	12/01/2020	Common Stock	1,066	$107.85	D
Employee Stock Option (right to buy)	(2)	12/01/2021	Common Stock	1,173	$87.15	D
Employee Stock Option (right to buy)	(2)	12/01/2022	Common Stock	1,200	$89.4	D
Employee Stock Option (right to buy)	(2)	12/01/2023	Common Stock	1,333	$57.9	D
Employee Stock Option (right to buy)	(2)	03/01/2024	Common Stock	1,333	$61.05	D
Employee Stock Option (right to buy)	(2)	03/01/2026	Common Stock	3,750	$3.1	D
Employee Stock Option (right to buy)	03/01/2020	03/01/2026	Common Stock	1,250	$3.1	D
Stock Appreciation Rights	(3)	12/01/2028	Common Stock	20,498	$8.85	D

Explanation of Responses:

1. Includes 39,222 shares of restricted stock and 9,638 shares of common stock.

2. Fully Vested.

3. Cash-settled Stock Appreciation Right ("SARs") issued pursuant to the ION Geophysical Corporation 2018 Stock Appreciation Rights Plan. The SARs are subject to both time-based and performance-based vesting requirements. The time-based vesting requirements provide that the SARs vest in three equal installments beginning on the first anniversary of the grant date, subject to satisfaction of the performance-based vesting requirements. The performance-based vesting requirements provide that the SARs vest in three equal portions upon achievement of ION common stock 20 day volume weighted average price per share targets of $17.50, $22.50 and $27.50, subject to satisfaction of the time-based vesting requirements. The maximum value of each SAR is capped at $27.50.

Remarks:

	/s/ Rebecca F. Sacco, attorney-in-fact	01/10/2020
	** 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 5 (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.
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