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^*

WEBSTER STEVEN A

(Last)

(First)

(Middle)

1000 LOUISIANA, SUITE 1500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GEOKINETICS INC [ GOK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2007

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	12/05/2007		J⁽¹⁾	V	531,780⁽¹⁾	D	⁽¹⁾	0⁽¹⁾	I	By limited liability company⁽¹⁾
Common Stock	12/05/2007		J⁽²⁾	V	79,776⁽²⁾	D	⁽²⁾	0⁽²⁾	I	By general partnership⁽²⁾
Common Stock	12/05/2007		J⁽³⁾	V	36,515⁽³⁾	A	⁽³⁾	588,718⁽⁴⁾	D
Common Stock	12/05/2007		J⁽⁵⁾	V	70,727⁽⁵⁾	A	⁽⁵⁾	137,427⁽⁶⁾	I	By limited partnership⁽⁵⁾⁽⁶⁾
Common Stock								83,300⁽⁷⁾	I	By general partnership⁽⁷⁾

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)

Explanation of Responses:

1. Blackhawk Investors II, LLC, a Delaware limited liability company ("Blackhawk"), effected a liquidating distribution of 531,780 shares of Common Stock owned by it to its members pro rata in accordance with their interests (the "Blackhawk Distribution"), inclusive of a distribution of (i) 9,923 shares to the Reporting Person and (ii) 70,727 shares to Kestrel Capital, L.P., a limited partnership ("Kestrel") of which the Reporting Person is an indirect control person. The Reporting Person is one of two general partners of Blackhawk Capital Partners, a Texas general partnership ("BCP") that is the sole managing member of Blackhawk. After giving effect to this distribution, neither Blackhawk nor BCP owns any shares of Common Stock.

2. Somerset Capital Partners, a New York general partnership ("SCP"), effected a distribution of 79,776 shares of Common Stock owned by it to its partners pro rata in accordance with their interests (the "SCP Distribution"), inclusive of a distribution of 26,592 shares to the Reporting Person. The Reporting Person is one of three general partners of SCP. After giving effect to this distribution, SCP does not own any shares of Common Stock.

3. Refers to(i) 9,923 shares acquired directly by the Reporting Person from Blackhawk as part of the Blackhawk Distribution and (ii) 26,592 shares acquired directly by the Reporting Person from SCP as part of the SCP Distribution; all 36,515 of these shares that were acquired directly by the Reporting Person in the Blackhawk and SCP Distributions were previously reported as beneficially owned by the Reporting Person indirectly, through either Blackhawk or SCP, as the case may be. Therefore the only change with respect to these shares has been in the nature of the beneficial ownership from indirect to direct.

4. Includes an aggregate of 36,515 shares for which there was a change in the nature of the beneficial ownership from indirect to direct, on account of the Blackhawk and SCP Distributions.

5. Refers to 70,727 shares acquired directly by Kestrel from Blackhawk as part of the Blackhawk Distribution; all 70,727 of these shares that were acquired directly by Kestrel in the Blackhawk Distribution were previously reported as beneficially owned by the Reporting Person indirectly through Blackhawk and continue to be beneficially owned by the Reporting Person indirectly through Kestrel. The Reporting Person is the President of Peregrine Management LLC, the general partner of Kestrel. Therefore the only change with respect to these shares has been in the nature of the beneficial ownership from indirect through Blackhawk to indirect through Kestrel. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Kestrel that are in excess of his pecuniary interest therein.

6. Includes 70,727 shares for which there was a change in the nature of the beneficial ownership by the Reporting Person from indirect through Blackhawk to indirect through Kestrel, on account of the Blackhawk Distribution.

7. Refers to shares of Common Stock owned by Cerrito Partners, a general partnership in which the Reporting Person is the general partner ("Cerrito"). The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Cerrito that are in excess of his pecuniary interest therein.

Remarks:

All shares reported in this Form 4 filing reflect a 1:10 reverse stock split of the Common Stock, that became effective as of the close of business on November 3, 2006.

	/s/ STEVEN A. WEBSTER	12/06/2007
	** 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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