X0202 4 2007-02-14 1 0000750813 SEITEL INC SELA 0000937541 KAMIN PETER H 265 FRANKLIN STREET, 16TH FLOOR BOSTON MA 02110 1 0 1 0 0001129787 VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001159187 UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 Common Stock, par value $.01 2007-02-14 4 J 0 51201346 0 D 0 I See Footnote Common Stock, par value $.01 2007-02-14 4 J 0 20833 0 D 0 D Common Stock, par value $.01 2007-02-14 4 J 0 20833 0 D 0 I See Footnote Common Stock, par value $.01 2007-02-14 4 J 0 25000 0 D 0 D Common Stock, par value $.01 2007-02-14 4 J 0 25000 0 D 0 I See Footnote Common Stock Purchase Warrants 2007-02-14 4 J 0 15037568 0 D Common Stock, par value $.01 15037568 0 I See Footnote Upon the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of October 31, 2006 (the "Merger Agreement"), among the Issuer, Seitel Acquisition Corp. and Seitel Holdings, LLC (now known as Seitel Holdings, Inc.) (the "Parent"), and pursuant to the terms of the Merger Agreement, each share of common stock of Seitel, Inc. that was owned by ValueAct Capital Master Fund, L.P. and Parent immediately prior to the effective time of the merger was no longer outstanding and was automatically cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor. These shares of common stock of the Issuer held by Messrs. Kamin and Spivy were regarded by Messrs. Kamin and Spivy as shares of ValueAct Capital and its affiliates, and Messrs. Kamin and Spivy, ValueAct Capital and Parent elected to treat them as shares of ValueAct Capital and Parent under the Merger Agreement, and as a result such shares were cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor. Pursuant to the terms of the Merger Agreement, upon the consummation of the merger and pursuant to the terms of the Merger Agreement, the warrant to purchase 15,037,568 shares of the Issuer that was owned by ValueAct Capital Master Fund, L.P. ceased to be outstanding and was automatically cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor. The reported stock and common stock purchase warrants are owned directly by ValueAct Capital Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Seitel, Inc. and Managing Member of VA Partners, L.L.C. and ValueAct Capital Management, LLC. Jeffrey W. Ubben and George F. Hamel, Jr. are Managing Members of VA Partners, L.L.C. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Under an agreement with ValueAct Capital Master Fund, L.P., each of Peter H. Kamin and Gregory P. Spivy is deemed to hold the restricted stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Management, L.P. as the manager of of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Seitel, Inc. and Managing Member of VA Partners, LLC and ValueAct Capital Management, L.P. Jeffrey W. Ubben and George F. Hamel, Jr. are Managing Members of VA Partners, LLC. and ValueAct Capital Management, LLC. Gregory P. Spivy is a director of Seitel, Inc. and Non-Managing Member of VA Partners, LLC. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Not a required reportable field. Joint Filer Information: Name: ValueAct Capital Master Fund, L.P., Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Peter H. Kamin 2007-02-16 VA PARTNERS, L.L.C., By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS, L.L.C., its General Partner, By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 /s/ Jeffrey W. Ubben 2007-02-16 /s/ George F. Hamel, Jr. 2007-02-16