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