Edgar Filing: GEOKINETICS INC

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Avista Capital Partners GP, LLC

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)

(Last)

(First)

(Middle)

65 E. 55TH STREET, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2009

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 ⁽¹⁾	01/22/2009		P		79 ⁽⁴⁾	A	$ 3.22	1,541,955 ⁽⁴⁾	I ⁽⁴⁾	See footnote ⁽³⁾ ⁽⁴⁾
Common Stock ⁽²⁾	01/22/2009		P		21 ⁽⁵⁾	A	$ 3.22	406,599 ⁽⁵⁾	I ⁽⁵⁾	See footnote ⁽³⁾ ⁽⁵⁾
Common Stock ⁽¹⁾	01/22/2009		P		2,770 ⁽⁴⁾	A	$ 3.23	1,544,725 ⁽⁴⁾	I ⁽⁴⁾	See footnote ⁽³⁾ ⁽⁴⁾
Common Stock ⁽²⁾	01/22/2009		P		730 ⁽⁵⁾	A	$ 3.23	407,329 ⁽⁵⁾	I ⁽⁵⁾	See footnote ⁽³⁾ ⁽⁵⁾
Common Stock ⁽¹⁾	01/22/2009		P		3,561 ⁽⁴⁾	A	$ 3.25	1,548,286 ⁽⁴⁾	I ⁽⁴⁾	See footnote ⁽³⁾ ⁽⁴⁾
Common Stock ⁽²⁾	01/22/2009		P		939 ⁽⁵⁾	A	$ 3.25	408,268 ⁽⁵⁾	I ⁽⁵⁾	See footnote ⁽³⁾ ⁽⁵⁾
Common Stock ⁽¹⁾	01/22/2009		P		79 ⁽⁴⁾	A	$ 3.28	1,548,365 ⁽⁴⁾	I ⁽⁴⁾	See footnote ⁽³⁾ ⁽⁴⁾
Common Stock ⁽²⁾	01/22/2009		P		21 ⁽⁵⁾	A	$ 3.28	408,289 ⁽⁵⁾	I ⁽⁵⁾	See footnote ⁽³⁾ ⁽⁵⁾
Common Stock ⁽¹⁾	01/22/2009		P		475 ⁽⁴⁾	A	$ 3.3	1,548,840 ⁽⁴⁾	I ⁽⁴⁾	See footnote ⁽³⁾ ⁽⁴⁾
Common Stock ⁽²⁾	01/22/2009		P		125 ⁽⁵⁾	A	$ 3.3	408,414 ⁽⁵⁾	I ⁽⁵⁾	See footnote ⁽³⁾ ⁽⁵⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Avista Capital Partners GP, LLC 65 E. 55TH STREET 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners (Offshore), L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY 10022		X

Signatures

/s/ Ben Silbert, General Counsel		01/26/2009
^**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)	This acquisition by Avista Capital Partners, L.P. ("Avista") is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with the Remarks below.
(2)	This acquisition by Avista Capital Partners (Offshore), L.P. ("Offshore") is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
(3)	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.
(4)	The shares of Common Stock of Geokinetics, Inc. reported on this line are owned directly by Avista and may be deemed to be indirectly owned by Avista GP, the general partner of Avista.
(5)	The shares of Common Stock of Geokinetics, Inc. reported on this line are owned directly by Offshore and may be deemed to be indirectly owned by Avista GP, the general partner of Offshore.
Remarks: This Form 4 and all previous and subsequent forms filed by Avista, Offshore or Avista GP ("Avista Joint Filing Affiliates") pursuant to Section 16 of the Securities Exchange Act of 1934 with respect to beneficial ownership in the Company have been and will continue to be filed jointly so that a filing by any Avista Joint Filing Affiliate is made on behalf of all Avista Joint Filing Affiliates, regardless of whether any previous Form filed by any Avista Joint Filing Affiliate has indicated such Form is filed by one reporting person or more than one reporting person. This joint filing arrangement for purposes of filing Forms is consistent with the Joint Filing Agreement filed with the Securities and Exchange Commission as Exhibit 1 to the Schedule 13D filed by Avista on September 8, 2006. In accordance with this footnote, this Form 4 is filed by Avista GP, the general partner of Avista and Offshore, on behalf of Avista and Offshore.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.