1. Name and Address of Reporting Person
*
Avista Capital Partners GP, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
GEOKINETICS INC [GOK]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
65 EAST 55TH STREET, 18TH FLOOR
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2009
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form Filed by One Reporting Person
_
X
_ Form Filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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This line reports the issuance of payment in kind dividends for Series B-1 Senior Convertible Preferred Stock ("Series B-1 Preferred Stock") by Geokinetics, Inc. (the "Company") to Avista Capital Partners, L.P. ("Avista"), and is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with the Remarks below.
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(
2)
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This line reports the issuance of payment in kind dividends for Series B-1 Preferred Stock by the Company to Offshore, and is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
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(
3)
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Pursuant to the Second Amended and Restated Certificate of Designation of Series B Senior Convertible Preferred Stock, filed as Exhibit 1 to the Form 8-K filed by Geokinetics on February 18, 2009, at the option of the Company, dividends payable on shares of (A) Series B-1 Preferred Stock on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-1 Preferred Stock, instead of cash or (B) Series B-2 Senior Convertible Preferred Stock ("Series B-2 Preferred Stock") on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-2 Preferred Stock, instead of cash. The value of each share of Series B-1 and Series B-2 Preferred Stock paid in lieu of cash shall be equal to the Original Issue Price, which means $250.00 per share for each share of Series B-1 and Series B-2 Preferred Stock (as adjusted for stock splits, stock dividends or the like).
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(
4)
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As a result of the dividends of Series B-1 Preferred Stock reported hereunder, Avista directly owns 208,632 shares of Series B-1 Preferred Stock, and any shares of Series B-1 Preferred Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP, the general partner of Avista. As a result of the dividends of Series B-2 Preferred Stock reported hereunder, on December 15, 2009, Avista directly owned 105,956 shares of Series B-2 Preferred Stock, and any such shares of Series B-2 Preferred Stock owned directly by Avista may be deemed to have been indirectly owned by Avista GP.
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(
5)
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As a result of the dividends of Series B-1 Preferred Stock reported hereunder, Offshore directly owns 55,013 shares of Series B-1 Preferred Stock, and any shares of Series B-1 Preferred Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP, the general partner of Offshore. As a result of the dividends of Series B-2 Preferred Stock reported hereunder, on December 15, 2009, Offshore directly owned 27,938 shares of Series B-2 Preferred Stock, and any such shares of Series B-2 Preferred Stock owned directly by Offshore may be deemed to have been indirectly owned by Avista GP.
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(
6)
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The initial conversion price per share for Series B-1 Preferred Stock and Series B-2 Preferred Stock takes into account the 1-for-10 stock split of the Company effective as of November 3, 2006. Thereafter, the price is determined by dividing the liquidation preference amount of $250 for the Series B-1 Preferred Stock by the applicable conversion price, which may be adjusted for dilutive issuances, splits, combinations or the like.
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(
7)
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This line reports the issuance of payment in kind dividends for Series B-2 Preferred Stock by the Company to Avista, and is reported by Avista GP on behalf of Avista in accordance with the Remarks below.
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(
8)
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This line reports the issuance of payment in kind dividends for Series B-2 Preferred Stock by the Company to Offshore, and is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
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(
9)
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The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any securities covered by this statement.
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(
10)
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Not Applicable.
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(
11)
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As reported in Amendment 11 to Schedule 13D filed by Avista GP, Avista and Offshore on December 23, 2009 and in Form 4 filed by Avista GP on behalf of Offshore and Avista on December 22, 2009, Avista and Offshore exchanged all of their shares of Series B-2 Preferred Stock with Geokinetics, Inc. on December 18, 2009 (106,026 and 27,956 shares, respectively, which takes into account accrued, but unissued, dividends on the Series B-2 Preferred Stock between December 15, 2009 and December 18, 2009) in accordance with that Amendment and Exchange Agreement dated December 2, 2009 (incorporated by reference from Exhibit 10.2 to the Form 8-K of Geokinetics filed with the Securities and Exchange Commission December 4, 2009).
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