SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PETROLEUM GEO SERVICES ASA (Last) (First) (Middle) STRANDVEIEN 4 P.O. BOX 89 (Street) N-1326 LYSAKER Q8 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GEOKINETICS INC [ GOK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series D Junior Preferred Stock	12/14/2010		P		40,000	A	(1)	40,000	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock (right to buy)	$9.64	12/14/2010		P		1,165,000		12/14/2010	12/15/2016	Common Stock	1,165,000	(1)	1,165,000	D

Explanation of Responses:

1. Pursuant to the Series D and Warrant Purchase Agreement dated as of December 14, 2010 (the "Purchase Agreement") by and among Geokinetics Inc. ("Geokinetics"), Petroleum Geo-Services ASA ("PGS ASA"), Petroleum Geo-Services, Inc. ("PGS Inc.") and the other purchasers identified therein, (i) PGS Inc. purchased 40,000 shares of Series D Junior Preferred Stock of Geokinetics (the "Series D Preferred Stock") and (ii) PGS ASA purchased warrants to purchase up to 1,165,000 shares of Common Stock of Geokinetics (the "Warrants") in exchange for the aggregate purchase price of $10,000,000. On or before December 31, 2010, an allocation of the purchase price between the Series D Preferred Stock and the Warrants will be determined among the parties to the Purchase Agreement.

2. The Series D Preferred Stock is owned directly by PGS Inc., and indirectly by PGS ASA as the parent of PGS Inc.

Remarks:

	/s/ Jostein Ueland	12/16/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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