ONeill Thomas H Jr 4

4 · GEOKINETICS INC · Filed Jan 18, 2005

Form 4

Period: 2004-11-30

10% Owner

Transactions

Purchase
Series A Senior Convertible Preferred Stock
2004-11-30$300.00/sh+184$55,200→ 184 total
Exercise: $0.30From: 2004-11-30→ Common Stock (184,000 underlying)

Holdings

Footnotes (3)

[F1]Refers to shares of Common Stock owned by Somerset Capital Partners ("SCP"), a general partnership in which the Reporting Person is one of three general partners and owner of one-third of the partnership interests; does not include shares for which SCP may be deemed to share beneficial ownership by virtue of SCP being a party to the Shareholders Agreement (as defined below). Since SCP is a party to the Shareholders Agreement and the Reporting Person is one of three partners of SCP, the Reporting Person joined in the group Schedule 13D filing of the Blackhawk Shareholders (as defined below). The Reporting Person disclaims beneficial ownership of the shares of Common Stock (i) beneficially owned by all of the parties to the Shareholders Agreement other than SCP and (ii) owned by SCP that are in excess of his pecuniary interest therein.
[F2]Refers to shares of Series A Senior Convertible Preferred Stock acquired by the Reporting Person pursuant to the terms of a certain Securities Purchase Agreement dated as of November 30, 2004 among the issuer, the Reporting Person, the other two partners of SCP and the other persons signatory thereto (the "Securities Purchase Agreement"). The initial conversion price per share is $.30 (subject to adjustment); each share of Series A Preferred Stock is immediately convertible into 1,000 shares of common stock of the issuer (subject to adjustment upon the occurrence of certain events), at the option of the holder.
[F3]Not applicable.

Documents

1 file