0001104659-15-009485.txt : 20150212 0001104659-15-009485.hdr.sgml : 20150212 20150212160931 ACCESSION NUMBER: 0001104659-15-009485 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150211 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON OPERATING CO CENTRAL INDEX KEY: 0000351231 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 750970548 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 4326843000 MAIL ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: DAWSON GEOPHYSICAL CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOBIAS C RAY CENTRAL INDEX KEY: 0001210507 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34404 FILM NUMBER: 15606230 MAIL ADDRESS: STREET 1: 508 WEST WALL SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 4 1 a4.xml 4 X0306 4 2015-02-11 1 0000351231 DAWSON OPERATING CO DWSN 0001210507 TOBIAS C RAY 508 W. WALL, SUITE 800 MIDLAND TX 79701 0 1 0 0 EVP, Chief Operating Officer Common Stock $0.33 1/3 par value 2015-02-11 4 D 0 39713 D 0 D Stock Options (right to buy) 18.91 2015-02-11 4 D 0 10000 D 2018-12-02 Common Stock 10000 0 D Disposed of pursuant to the merger (the "Merger") of Dawson Operating Company, previously known as Dawson Geophysical Company ("Old Dawson") with a subsidiary of Dawson Geophysical Company, previously known as TGC Industries, Inc. ("New Dawson") whereby each share of Old Dawson common stock, par value $0.33 1/3 per share, was converted into 1.760 shares of New Dawson common stock, par value $0.01 per share, having a market value based on the closing price of one share of New Dawson common stock on NASDAQ on the effective date of the Merger of $5.85 (as adjusted to reflect New Dawson's 1-for-3 reverse stock split, which occurred immediately prior to the Merger) per share and a cash payment being made for any fractional shares. Includes 10,863 Restricted Stock Units, which are convertible at a rate of 1 unit for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such unit was disposed of pursuant to the Merger in exchange for 1.760 corresponding units of New Dawson, subject to the same terms and conditions. Includes 10,000 Restricted Stock Grants, which are convertible at a rate of 1 restricted share for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such restricted share was disposed of pursuant to the Merger in exchange for 1.760 corresponding restricted shares of New Dawson, subject to the same terms and conditions. This option, which was vested, was assumed by New Dawson pursuant to the Merger and replaced with an option to purchase 17,600 shares of New Dawson common stock for $10.75 per share. /s/ C. Ray Tobias 2015-02-12