FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
TGC INDUSTRIES INC [ TGCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/12/2005 | C | 375,000 | A | (6) | 758,700(3) | D | |||
Common Stock | 10,800(2) | I | By spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (Series A) | $0.2 | 10/12/2005 | S | 371,000(4) | 09/10/2002 | 09/10/2012 | Common Stock | 371,000(4) | (8) | 0 | D | ||||
Warrants (Series A2) | $0.2 | 06/12/2003 | 06/12/2013 | Common Stock | 162,329(5) | 162,329(5) | D | ||||||||
Warrants (Series C2) | $1 | 12/15/2004 | 12/15/2007 | Common Stock | 5,200 | 5,200 | D | ||||||||
8-1/2% Senior Convertible Preferred Stock | (6) | (7) | (1) | Common Stock | 375,000 | 375,000 | D |
Explanation of Responses: |
1. Not applicable |
2. Reporting Person disclaims beneficial ownership of shares owned by spouse. |
3. Includes 15,700 shares of common stock held in Reporting Person's IRA. |
4. Includes 71,000 additional shares of common stock issuable upon exercise, resulting from application of the warrants' anti-dilution provisions as a result of the PIK dividends paid on the Company's 8-1/2% Senior Preferred Stock. |
5. Includes 12,329 additional shares of common stock issuable upon exercise, resulting from application of the warrants' anti-dilution provisions as a result of the PIK dividends paid on the Company's 8-1/2% Senior Preferred Stock. |
6. The shares of the 8-1/2% Senior Convertible Preferred Stock are convertible into Common Stock on a one-for-one basis. |
7. Immediately convertible. |
8. Warrants were sold to Company pursuant to a warrant purchase agreement that defined the sales price of each warrant as the price at which the Company's Common Stock was sold in the Company's public offering on October 6, 2005, less the exercise price of the Warrants (the "in the money value") and an amount equal to underwriting discounts and commissions of 6.5% on the in the money value. |
William C. Hurtt, Jr. | 10/19/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |