SEC Form 4 · accession 0001209191-18-061070
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
Dec 1, 2018
Accepted (ET)
Dec 4, 2018 · 7:29 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 | Dec 1, 2018 | A | 180,000 | $0.00 | A | 223,631 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF2 | $8.85 | Dec 1, 2018 | A | 192,000 | A | — | Dec 1, 2028 | Common Stock | 192,000 | 192,000 | D |
Explanation of responses
- F1Restricted Stock award issued pursuant to the ION Geophysical Corporation Third Amended and Restated 2013 Long Term Incentive Plan. The shares of restricted stock are subject to both time-based and performance-based vesting requirements. The time-based vesting requirements provide that the shares vest in three equal installments beginning on the first anniversary of the grant date, subject to satisfaction of the performance-based vesting requirements. The performance-based vesting requirements provide that the shares vest in three equal portions upon achievement of ION common stock 20-day volume weighted average price per share targets of $17.50, $22.50 and $27.50, subject to satisfaction of the time-based vesting requirements.
- F2Cash-settled Stock Appreciation Right ("SARs") issued pursuant to the ION Geophysical Corporation 2018 Stock Appreciation Rights Plan. The SARs are subject to both time-based and performance-based vesting requirements. The time-based vesting requirements provide that the SARs vest in three equal installments beginning on the first anniversary of the grant date, subject to satisfaction of the performance-based vesting requirements. The performance-based vesting requirements provide that the SARs vest in three equal portions upon achievement of ION common stock 20-day volume weighted average price per share targets of $17.50, $22.50 and $27.50, subject to satisfaction of the time-based vesting requirements. The maximum value of each SAR is capped at $27.50.