SEC FORM 4 SEC Form 4
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
 
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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*
JUMPER STEPHEN C

(Last) (First) (Middle)
508 W. WALL, SUITE 800

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DAWSON GEOPHYSICAL CO [ DWSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 $0.01 par value 02/11/2015 A 136,923(2)(3) A (1) 0 D
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
Stock Options (right to buy) $10.75 02/11/2015 A 26,400 (4) 12/02/2018 Common Stock 26,400 (4) 0 D
Explanation of Responses:
1. On February 11, 2015, Dawson Operating Company, previously known as Dawson Geophysical Company (the "Predecessor"), merged into a subsidiary of Dawson Geophysical Company, previously known as TGC Industries, Inc. (the "Issuer") (the "Merger"). In connection with the Merger, each share of the Predecessor's common stock, par value $0.33 1/3 per share, was converted into the right to receive 1.760 shares of the Issuer's common stock, par value $0.01 per share, after giving effect to a 1-for-3 reverse stock split of the Issuer's common stock, which occurred immediately prior to the Merger. On the effective date of the Merger, the closing price of the Predecessor's common stock was $10.23, and the closing price of the Issuer's common stock was $1.95, before giving effect to the 1-for-3 reverse stock split of the Issuer's common stock.
2. Includes 37,392 Restricted Stock Units.
3. Includes 26,400 Restricted Stock Grants.
4. Received in the Merger in exchange for vested employee stock options to acquire 15,000 shares of Predecessor common stock for $18.91 per share.
/s/ Stephen C. Jumper 02/12/2015
** 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).
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