SEC Form 4 · accession 0001104659-15-009508

DAWSON GEOPHYSICAL CO · DWSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP, Chief Operating Officer

Period of report

Feb 11, 2015

Accepted (ET)

Feb 12, 2015 · 4:19 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000799165

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock $0.01 par value^F2,F3,F1	Feb 11, 2015	A	69,894	—	A	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to buy)^F4	$10.75	Feb 11, 2015	A	17,600	A	—	Dec 2, 2018	Common Stock	17,600	0	D

F1On February 11, 2015, Dawson Operating Company, previously known as Dawson Geophysical Company (the "Predecessor"), merged into a subsidiary of Dawson Geophysical Company, previously known as TGC Industries, Inc. (the "Issuer") (the "Merger"). In connection with the Merger, each share of the Predecessor's common stock, par value $0.33 1/3 per share, was converted into the right to receive 1.760 shares of the Issuer's common stock, par value $0.01 per share, after giving effect to a 1-for-3 reverse stock split of the Issuer's common stock, which occurred immediately prior to the Merger. On the effective date of the Merger, the closing price of the Predecessor's common stock was $10.23, and the closing price of the Issuer's common stock was $1.95, before giving effect to the 1-for-3 reverse stock split of the Issuer's common stock.
F2Includes 19,118 Restricted Stock Units.
F3Includes 17,600 Restricted Stock Grants.
F4Received in the Merger in exchange for vested employee stock options to acquire 10,000 shares of Predecessor common stock for $18.91 per share.