X0202 4 2006-05-11 0 0000314606 GEOKINETICS INC GOKN 0001008023 WEBSTER STEVEN A 1000 LOUISIANA, SUITE 1500 HOUSTON TX 77002 1 0 1 0 Common Stock 2006-11-01 4 A 0 30303 A 5504185 D Common Stock 2006-05-11 4 J 0 458399 A 797773 I By general partnership Common Stock 1067000 I By limited partnership Common Stock 882980 I By general partnership Common Stock 5317804 I By limited liability company Shares are reported on a pre-split basis. On November 1, 2006, the shareholders of the issuer approved a 1:10 reverse stock split of the Common Stock of the issuer. However, the stock split will not become effective until the close of business on November 3, 2006. 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 Kestrel Capital, L.P., a limited partnership ("Kestrel"). The Reporting Person is the President of Peregrine Management LLC, the General Partner of Kestrel. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Kestrel that are in excess of his pecuniary interest therein. Refers to shares of Common Stock owned by Cerrito Partners, a general partnership in which the Reporting Person is the general partner ("Cerrito"). The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Cerrito 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 indirect investor member of Blackhawk II (Kestrel owns 13.333% of the total membership interests in Blackhawk II ). In addition, 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. 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 William R. Ziegler 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/ STEVEN A. WEBSTER 2006-11-03