SEC Form 4 · accession 0001209191-16-105064

ION GEOPHYSICAL CORP · IO

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

Reporting owner

Jamey S Seely

Officer — EVP-Gen Counsel & Corp Sec'y

Period of report

Mar 1, 2016

Accepted (ET)

Mar 3, 2016 · 12:11 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 Stock^F1,F2,F3	Mar 1, 2016	A	25,000	$0.00	A	37,127	D
Common Stock^F4	Mar 1, 2016	P	3,000	$3.2767	A	40,127	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F5	$3.10	holding	—	—	—	Mar 1, 2017	Mar 1, 2026	Common Stock	50,000	50,000	D
Stock Appreciation Right^F6	$3.10	holding	—	—	—	—	Mar 1, 2026	Common Stock	0	150,000	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 February 4, 2016.
F3Includes 33 shares acquired under the ION Employee Stock Purchase Plan, as adjusted for the one-for-fifteen reverse stock split completed on February 4, 2016.
F4This transaction was executed in multiple trades at prices ranging from $3.25 to $3.29, 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.
F5Issued pursuant to the ION Geophysical Corporation Amended and Restated 2013 Long Term Incentive Plan and becomes exercisable in four equal annual installments beginning on the date specified in Column 6.
F6Issued 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.