- Amended Statement of Ownership (SC 13G/A)
February 14 2011 - 5:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Geokinetics Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
372910307
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Ironman Energy Master Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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1,194,633
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,194,633
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,194,633
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Ironman Energy Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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1,194,633
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,194,633
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,194,633
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Ironman Energy Capital (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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1,194,633
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,194,633
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,194,633
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Ironman Energy Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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1,194,633
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,194,633
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,194,633
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Ironman Energy Partners II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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1,194,633
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|
|
|
SHARES
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6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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|
PERSON
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1,194,633
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WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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1,194,633
|
|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Ironman Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
|
|
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
|
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NUMBER OF
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1,194,633
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|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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|
OWNED BY
|
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0
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EACH
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7
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|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
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1,194,633
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|
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WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,194,633
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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6.8%
|
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|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
OO
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1
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NAMES OF REPORTING PERSONS
G. Bryan Dutt
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
|
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|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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1,194,633
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SHARES
|
6
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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|
OWNED BY
|
|
0
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EACH
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7
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|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
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1,194,633
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WITH:
|
8
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|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,194,633
|
|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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SCHEDULE 13G
This Amendment No. 1 (this Amendment) to the Schedule 13G initially filed on July 19, 2010
(the Schedule 13G) is being filed on behalf of Ironman Energy Master Fund, a Texas general
partnership (the Master Fund), Ironman Energy Capital, L.P., a Delaware limited partnership
(Ironman Capital), Ironman Energy Capital (QP), L.P., a Texas limited partnership (Ironman
Capital QP), Ironman Energy Partners, L.P., a Texas limited partnership (Ironman Energy),
Ironman Energy Partners II, L.P., a Texas limited partnership (Ironman Energy II), Ironman
Capital Management, LLC, a Texas limited liability company (Ironman Management), and G. Bryan
Dutt (Mr. Dutt and, collectively with the Master Fund, Ironman Capital, Ironman Capital QP,
Ironman Energy, Ironman Energy II and Ironman Management, the Reporting Persons), relating to
Common Stock, $0.01 par value (the Common Stock), of Geokinetics Inc., a Delaware corporation
(the Issuer), purchased by the Master Fund.
Ironman Capital and Ironman Capital QP are the general partners of the Master Fund. Ironman
Energy is the general partner of Ironman Capital and Ironman Capital QP. Ironman Energy II is the
investment manager of the Master Fund. Ironman Management is the general partner of Ironman Energy
and Ironman Energy II. Mr. Dutt is the managing member of Ironman Management.
This Amendment amends and restates the Schedule 13G as follows.
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Item 1(a)
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Name of Issuer.
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Item 1(b)
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Address of Issuers Principal Executive Offices.
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1500 CityWest Blvd., Suite 800
Houston, TX 77042
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office.
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Item 2(c)
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Place of Organization.
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The Reporting Persons are:
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Ironman Energy Master Fund, a Texas general partnership;
Ironman Energy Capital, L.P., a Delaware limited partnership;
Ironman Energy Capital (QP), L.P., a Texas limited partnership;
Ironman Energy Partners, L.P., a Texas limited partnership;
Ironman Energy Partners II, L.P., a Texas limited partnership;
Ironman Capital Management, LLC, a Texas limited liability company; and
G. Bryan Dutt, a United States citizen.
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The address of the principal business office of the Reporting Persons is:
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2211 Norfolk, Suite 611
Houston, TX 77098
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.01 par value (the Common Stock)
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Item 3
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person
filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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þ
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
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(i)
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o
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A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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The Reporting Persons are the beneficial owners of 1,194,633
shares of Common Stock held by the Master Fund. Ironman Capital and Ironman
Capital QP may be deemed to beneficially own the shares of Common Stock held by
the Master Fund as a result of being the general partners of the Master Fund.
Ironman Energy may be deemed to beneficially own the shares of Common Stock
held by the Master Fund as a result of being the general partner of Ironman
Capital and Ironman Capital QP. Ironman Energy II may be deemed to
beneficially own the shares of Common Stock held by the Master Fund as a result
of being the investment manager of the Master Fund. Ironman Management may be
deemed to beneficially own the shares of Common Stock held by the Master Fund
as a result of being the
general partner of Ironman Energy and Ironman Energy II. Mr. Dutt may be
deemed to beneficially own the shares of Common Stock held by the Master
Fund as a result of being the managing member of Ironman Management.
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(b)
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The Reporting Persons are the beneficial owners of 6.8% of the
outstanding shares of Common Stock, which percentage is determined by dividing
(i) 1,194,633, the number of shares of Common Stock beneficially held by the
Master Fund, by (ii) 17,691,731, the number of shares of Common Stock
outstanding as of November 5, 2010, according to the Issuers Form 10-Q filed
with the Securities and Exchange Commission on November 9, 2010.
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(c)
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The Reporting Persons may direct the vote and disposition of
the 1,194,633 shares of Common Stock held by the Master Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 14, 2011
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Ironman Energy Master Fund
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Capital, L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Capital (QP), L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Partners, L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Partners II, L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Capital Management, LLC
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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G. Bryan Dutt
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/s/ G. Bryan Dutt
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the shares of Common Stock of
Geokinetics Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall
be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 14, 2011.
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Ironman Energy Master Fund
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Capital, L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Capital (QP), L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Partners, L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Energy Partners II, L.P.
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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Ironman Capital Management, LLC
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By:
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/s/ G. Bryan Dutt
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Name: G. Bryan Dutt
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Title: Authorized Signatory
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G. Bryan Dutt
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/s/ G. Bryan Dutt
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