UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
TGC
INDUSTRIES, INC.
(Name of
Issuer)
Common
Stock, $0.01 par value
(Title of
Class of Securities)
872417308
(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:
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x
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s
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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CUSIP
No. 872417308
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13G
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Page 2 of 7
Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Harpswell
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)
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o
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(b)
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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 Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting
Power 1,118,260
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6.
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Shared
Voting
Power 0
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7.
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Sole
Dispositive
Power 1,118,260
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8.
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Shared
Dispositive
Power 0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,118,260
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10.
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Check
if the Aggregate Amount in Row (9)
Excludes
o
Certain
Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
5.8%
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12.
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Type
of Reporting Person (See Instructions)
IA
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CUSIP
No. 872417308
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13G
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Page 3 of 7
Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
John
P. Moore
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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)
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o
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(b)
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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 United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting
Power 1,118,260
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6.
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Shared
Voting
Power 0
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|||
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7.
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Sole
Dispositive
Power 1,118,260
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|||
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8.
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Shared
Dispositive
Power 0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,118,260
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10.
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Check
if the Aggregate Amount in Row (9)
Excludes
o
Certain
Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
5.8%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 872417308
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Page
4 of 7
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Item
1.
(a) Name of Issuer: TGC
Industries, Inc. (the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 101 East Park Blvd., Suite 955, Plano, Texas
75074.
Item
2.
(a) Name of Person Filing: This
joint statement on Schedule 13G is being filed by Harpswell Capital Management,
LLC and John P. Moore (collectively referred to herein as the “Reporting
Persons”). Harpswell Capital Management, LLC (“Harpswell”) is an SEC
registered investment adviser managing private investment funds and separate
accounts. Mr. Moore (the “Principal”) is the sole managing member of
Harpswell. The Reporting Persons have entered into a Joint Filing
Agreement, dated as of the date hereof, a copy of which is filed with this
Schedule 13G as Exhibit 1 (which is
incorporated herein by reference), pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k) under the Act.
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 2 Monument Square, Suite 650,
Portland, ME 04101.
(c) Citizenship: Harpswell
is a Delaware limited liability company. The Principal is a United
States citizen.
(d) Title and Class of
Securities: Common Stock, $0.01 par value (“Common
Stock”).
(e) CUSIP Number: 872417308.
Item
3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) o Broker or dealer
registered under Section 15 of the Act (15 U.S. C. 78o)
(b) o Bank as defined in
Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance
Company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) o
Investment Company registered under Section 8 of the
Investment Company
Act of 1940 (15
U.S.C. 80a-8).
(e) x An investment
advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f) o
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
(g) o A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G)
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CUSIP
No. 872417308
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Page 5
of 7
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(h) o A savings
association as defined in Section 3(b) of the Federal Deposit InsuranceAct (12
U.S.C. 1813)
(i) o A church plan
that is excluded from the definition of an investment company underSection
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) o Group, in accordance
with §240.13d-1(b)(1)(ii)(J)
Item
4. Ownership:
Harpswell,
as an investment adviser to investment funds and separate accounts (including,
in certain instances, by acting as general partner of an investment related
limited partnership) has the authority to vote and dispose of 1,118,260 shares
of Common Stock of the Issuer representing approximately 5.8% of the class, and
the Principal, as the sole managing member of Harpswell has the indirect
authority to vote or dispose of all of such shares of Common
Stock. The percentage of Common Stock beneficially owned by the
Reporting Persons is based on a total of 19,204,448 shares of Common Stock of
the Issuer outstanding as of October 29, 2010, 2010, as reported in the Issuer’s
most recent Form 10-Q for the quarterly period ended September 30,
2010.
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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Not
applicable.
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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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Not
applicable.
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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 or Control Person:
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group:
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group:
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Not
applicable.
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Item
10.
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Certification:
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By
signing below I hereby 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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CUSIP
No. 872417308
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Page 6
of 7
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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.
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DATE:
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HARPSWELL
CAPITAL
MANAGEMENT,
LLC
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By: /s/
John P. Moore
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John
P. Moore
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Managing
Member
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JOHN
P. MOORE
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/s/
John P. Moore
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CUSIP
No. 872417308
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Page 7
of 7
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Exhibit
1
JOINT FILING
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of
January 31, 2011, that only one statement containing the information required by
Schedule 13G, and each amendment thereto, need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of TGC
Industries, Inc., and such statement to which this Joint Filing Agreement is
attached as Exhibit
1 is filed on behalf of each of the undersigned.
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HARPSWELL
CAPITAL
MANAGEMENT,
LLC
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By: /s/
John P. Moore
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John
P. Moore
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Managing
Member
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JOHN
P. MOORE
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/s/
John P. Moore
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