| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ION GEOPHYSICAL CORP [ IO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/19/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/19/2021 | F | 17,052(1) | D | $2.16 | 258,992 | D | |||
| Common Stock | 04/19/2021 | F | 6,279(1) | D | $2.16 | 252,713 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Rights Offering (Rights to Buy)(2) | $2.78 | 04/20/2021 | M | 720 | 03/23/2021 | 04/12/2021 | Common Stock | 666 | $0.00 | 0 | D | ||||
| 8% Convertible Notes due 2025 | $3 | 04/20/2021 | P | $2,000(3) | 04/20/2021 | 12/15/2025 | Common Stock | 666 | $2,000 | $2,000 | D | ||||
| Explanation of Responses: |
| 1. These shares were not sold, but were withheld by ION Geophysical Corporation ("ION") upon the vesting of restricted stock shares to satisfy tax withholding obligations. |
| 2. These were subscription rights acquired in the ION's Rights Offering which commenced on March 23, 2021, which rights the reporting person exercised to purchase a principal amount of ION's 8.00% Senior Secured Second Priority Convertible Notes due 2025. ION issued one non-transferable subscription right for each share of Common Stock held on the March 22, 2021 record date and each subscription entitled the holder to purchase $2.78 principal amount of ION's Notes. |
| 3. These are ION's 8.00% Senior Secured Second Priority Convertible Notes due 2025 that were directly acquired by the reporting person as a result of his exercise of subscription rights which were issued to him in ION's Rights Offering. |
| Remarks: |
| /s/ Rebecca F. Sacco, attorney-in-fact | 04/21/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||