Edgar Filing: ZIEGLER WILLIAM R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZIEGLER WILLIAM R

2. Issuer Name and Ticker or Trading Symbol
GEOKINETICS INC [GOKN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

SATTERLEE STEPHENS BURKE & BURKE LLP, 230 PARK AVENUE, 11TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2005

(Street)

NEW YORK, NY 10169

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value, $.01 per share	12/01/2005		C		1,372,700 ⁽¹⁾	A	⁽¹⁾	1,448,756 ⁽¹⁾	D
Common Stock, par value, $.01 per share	12/01/2005		P		1,200,000 ⁽²⁾	A	⁽²⁾	2,648,756	D
Common Stock, par value, $.01 per share								5,317,804 ⁽³⁾	I	By limited liability company ⁽³⁾
Common Stock, par value, $.01 per share								339,374 ⁽⁴⁾ ⁽⁵⁾	I	By partnership ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Senior Convertible Preferred Stock

⁽¹⁾

12/01/2005

1,295 ⁽¹⁾

11/30/2004

⁽¹⁾

Common Stock

1,372,700 ⁽¹⁾

$ 0

Common Stock Warrants (right to buy)

$ 2

12/01/2005

120,000 ⁽²⁾

12/01/2005

12/01/2010

Common Stock

120,000 ⁽²⁾

⁽²⁾

120,000 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZIEGLER WILLIAM R SATTERLEE STEPHENS BURKE & BURKE LLP 230 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10169	X	X

Signatures

/s/ WILLIAM R. ZIEGLER		12/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Reporting Person converted 1,295 shares of Series A Senior Convertible Preferred Stock (at the initial conversion ratio of 1,000 shares of common stock for each share of preferred stock, based upon an initial conversion price of $.30), together with accrued dividends thereon in the aggregate amount of $23,310 (at the initial conversion price of $.30 per share), resulting in his acquisition of 1,372,700 shares of common stock. The Series A Senior Convertible Preferred Stock was immediately convertible at the option of the holder from and after the 11/30/04 acquisition date and had no expiration date.
(2)	The reported securities are included within 1,200,000 Units of the issuer purchased by the Reporting Person for $1.25 per Unit. Each Unit consists of one share of common stock and a warrant to purchase one-tenth (1/10th) of a share of common stock.
(3)	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 investor member of Blackhawk II (with direct ownership of approximately 13.48% of the total membership interests). In addition, Somerset Capital Partners ("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.
(4)	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.
(5)	The Reporting Person is 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 Steven A. Webster on the one hand, Valentis SB, L.P., a non-affiliated entity on the other hand, and the issuer. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other parties to the Shareholders Agreement, other than to the extent of his pecuniary interest in the shares of Common Stock owned by or through (as the case may be) Blackhawk II and SCP.

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