SEC Form 4
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*
LAPEYRE JAMES M JR

(Last) (First) (Middle)
2105 CITYWEST BOULEVARD
SUITE 100

(Street)
HOUSTON TX 77042-2855

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ION GEOPHYSICAL CORP [ IO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2021
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 04/20/2021 P 107,859(1) A $0.00 528,132 D
Common Stock 979,816 I Shares held by Laitram, LLC
Common Stock 42,850 I Joint account with adult child (J)
Common Stock 42,850 I Joint account with adult child (K)
Common Stock 43,702 I Joint account with adult child (S)
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 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 650,000 03/23/2021 04/12/2021 Common Stock 602,333 $0.00 0 D
8% Convertible Notes Due 2025 $3 04/20/2021 P $1,807,000(3) 04/20/2021 12/15/2025 Common Stock 602,333 $1,807,000 $1,807,000 D
Rights Offering (Rights to Buy)(2) $2.78 04/20/2021 M 1,019,065 03/23/2021 04/12/2021 Common Stock 944,333 $0.00 0 I Held by Laitram, LLC
8% Convertible Notes Due 2025 $3 04/20/2021 P $2,833,000(3) 04/20/2021 12/15/2025 Common Stock 944,333 $2,833,000 $2,833,000 I Held by Laitram, LLC
Explanation of Responses:
1. These shares were received as a Backstop Commitment Fee to the Reporting Person who served as a backstop party in the Issuer's Rights Offering that closed Tuesday, April 20.
2. These were subscription rights acquired in the Issuer'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. Issuer 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 Issuer's Notes.
3. These are Issuer's 8.00% Senior Secured Second Priority Convertible Notes due 2025 that were acquired by the Reporting Person as a result of the exercise of subscription rights which were issued to him in the Issuer's Rights Offering.
Remarks:
The Reporting Person disclaims beneficial ownership of all securities shown as indirectly owned by him.
/s/ Rebecca F. Sacco, attorney-in-fact 04/22/2021
** 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.