SEC Form 4 · accession 0001209191-16-104274
ION GEOPHYSICAL CORP · IO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R Brian Hanson
Officer — President & CEO · Director
Period of report
Mar 1, 2016
Accepted (ET)
Mar 2, 2016 · 1:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000866609
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 1, 2016 | A | 50,000 | $0.00 | A | 90,182 | D | |
| Common StockF3 | Mar 1, 2016 | P | 20,000 | $3.8356 | A | 110,182 | D | |
| Common StockF2 | holding | — | — | — | 666 | I | Shares held by Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF4 | $3.10 | holding | — | — | — | — | Mar 1, 2026 | Common Stock | 300,000 | 300,000 | D |
| Employee Stock Option (right to buy)F5 | $3.10 | holding | — | — | — | Mar 1, 2017 | Mar 1, 2026 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Restricted Stock grant issued pursuant to the ION Geophysical Corporation Amended and Restated 2013 Long Term Incentive Plan. Shares will vest in three equal annual installments beginning the first anniversary of the transaction date in Column 2.
- F2As adjusted for the one-for-fifteen reverse stock split completed on 02/04/2016.
- F3This transaction was executed in multiple trades at prices ranging from $3.25 to $4.21, inclusive. The price set forth above reflects the weighted-average price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F4Issued pursuant to the ION Geophysical Corporation Stock Appreciation Rights Plan. The SARs will vest in one-third increments upon the achievement of performance targets set at 20%, 25% and 30% appreciation of the 20-day volume weighted average price per share over the exercise price of the SAR. No SARs can be exercised prior to the first anniversary of the grant date. Beginning on the first anniversary date, SARs can be exercised up to one-third per year.
- F5Issued pursuant to the ION Geophysical Corporation Amended and Restated 2013 Long Term Incentive Plan and become exercisable in four equal annual installments beginning on the date specified in Column 6.