-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OUT+N5LeW2+HRDvMma9DMUQNcMo7CtrCLFhlca+Yy1Ppq9OfSGbeVOdaPFcPtFdY eZHSmtWY++NXILtWT2ZxnQ== 0001104659-05-059069.txt : 20051205 0001104659-05-059069.hdr.sgml : 20051205 20051205144620 ACCESSION NUMBER: 0001104659-05-059069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051201 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZIEGLER WILLIAM R CENTRAL INDEX KEY: 0001008024 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09268 FILM NUMBER: 051243810 BUSINESS ADDRESS: STREET 1: C/O PRSON & BROWN STREET 2: 666 THIRD AVE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125519860 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 4 1 a4.xml 4 X0202 4 2005-12-01 0 0000314606 GEOKINETICS INC GOKN 0001008024 ZIEGLER WILLIAM R SATTERLEE STEPHENS BURKE & BURKE LLP 230 PARK AVENUE, 11TH FLOOR NEW YORK NY 10169 1 0 1 0 Common Stock, par value, $.01 per share 2005-12-01 4 C 0 1372700 A 1448756 D Common Stock, par value, $.01 per share 2005-12-01 4 P 0 1200000 A 2648756 D Common Stock, par value, $.01 per share 5317804 I By limited liability company Common Stock, par value, $.01 per share 339374 I By partnership Series A Senior Convertible Preferred Stock 2005-12-01 4 C 0 1295 0 D 2004-11-30 Common Stock 1372700 0 D Common Stock Warrants (right to buy) 2.00 2005-12-01 4 P 0 120000 A 2005-12-01 2010-12-01 Common Stock 120000 120000 D The Reporting Person converted 1,295 shares of Series A Senior Convertible Preferred Stock (at the initial conversion ratio of 1,000 shares of common stock for each share of preferred stock, based upon an initial conversion price of $.30), together with accrued dividends thereon in the aggregate amount of $23,310 (at the initial conversion price of $.30 per share), resulting in his acquisition of 1,372,700 shares of common stock. The Series A Senior Convertible Preferred Stock was immediately convertible at the option of the holder from and after the 11/30/04 acquisition date and had no expiration date. The reported securities are included within 1,200,000 Units of the issuer purchased by the Reporting Person for $1.25 per Unit. Each Unit consists of one share of common stock and a warrant to purchase one-tenth (1/10th) of a share of common stock. Refers to shares of Common Stock owned by Blackhawk Investors II, L.L.C. ("Blackhawk II"), of which Blackhawk Capital Partners ("BCP") is the sole managing member. The Reporting Person is (i) one of two partners of BPC, the sole managing member of Blackhawk II, and (ii) an investor member of Blackhawk II (with direct ownership of approximately 13.48% of the total membership interests). In addition, Somerset Capital Partners ("SCP"), a general partnership in which the Reporting Person has a one-third partnership interest, is an investor member of Blackhawk II (with ownership of 5.593% of the total membership interests). The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Blackhawk II that are in excess of his pecuniary interest therein. Refers to shares of Common Stock owned by SCP, a general partnership in which the Reporting Person is a general partner and owner of one-third of the partnership interests. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by SCP that are in excess of his pecuniary interest therein. The Reporting Person is a party to a certain Shareholders Agreement dated as of May 2, 2003 (the "Shareholders Agreement") by and among the Reporting Person, BPC, Blackhawk II, SCP and Steven A. Webster on the one hand, Valentis SB, L.P., a non-affiliated entity on the other hand, and the issuer. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other parties to the Shareholders Agreement, other than to the extent of his pecuniary interest in the shares of Common Stock owned by or through (as the case may be) Blackhawk II and SCP. /s/ WILLIAM R. ZIEGLER 2005-12-01 -----END PRIVACY-ENHANCED MESSAGE-----