X0202 4 2004-11-30 0 0000314606 GEOKINETICS INC GOKN 0001008024 ZIEGLER WILLIAM R C/O SATTERLEE STEPHENS BURKE & BURKE LLP 230 PARK AVENUE, 11TH FLOOR NEW YORK NY 10169 1 0 1 0 Common Stock, $.01 par value per share 5317804 I By limited liability company Common Stock, $.01 par value per share 339374 I By partnership Common Stock, $.01 par value per share 76056 D Series A Senior Convertible Preferred Stock .30 2004-11-30 4 P 0 1295 300.00 A 2004-11-30 Common Stock 1295000 1295 D 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 BCP, 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 I, 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 I, Blackhawk II and SCP. Refers to shares of Series A Preferred Stock acquired by the Reporting Person. The initial conversion price per share is $.30 (subject to adjustment); each share of Series A Preferred Stock is immediately convertible into 1,000 shares of common stock of the issuer (subject to adjustment upon the occurrence of certain events), at the option of the holder. See note (3) above pertaining to the Shareholders Agreement. The Reporting Person disclaims beneficial ownership of the shares of Series A Preferred Stock (and underlying Common Stock) beneficially owned by the other parties to the Shareholders Agreement. Not applicable. /s/ WILLIAM R. ZIEGLER 2004-12-02