X0202 4 2006-05-11 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 2006-10-03 4 P 0 274688 1.70 A 2923444 D Common Stock, par value, $.01 per share 2006-05-11 4 J 0 119025 A 458399 I By partnership Common Stock, par value, $.01 per share 5317804 I By limited liability company Pro rata distribution by GeoLease Partners, L.P. ("GeoLease") to Somerset Capital Partners ("SCP"), a general partnership that is a limited partner of GeoLease. The Reporting Person is a general partner and owner of one-third of the partnership interests in SCP. The Reporting Person disclaims beneficial ownership of the shares of Common Stock acquired by SCP from GeoLease 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. 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, SCP 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. The Reporting Person had been 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 Shareholders' Agreement was terminated by mutual consent of the parties on October 2, 2006. /s/ WILLIAM R. ZIEGLER 2006-10-04