DAWSON GEOPHYSICAL CO — Director's Dealing 2012

Aug 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGE)
CIK: 0000799165
Period of Report: 2012-08-07

Reporting Person: FLYNN EDWARD L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-07	Nonqualified Stock Option	$5.875	A	18750	Acquired	2017-08-06	Common Stock (18750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1243996	Direct
Common Stock	288506	Indirect
Common Stock	28940	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option	$7.98	2012-09-18	Common Stock (11539)	11539	Direct
Nonqualified Stock Option	$2.95	2013-10-22	Common Stock (25536)	25536	Direct
Nonqualified Stock Option	$3.69	2014-12-03	Common Stock (20933)	20933	Direct
Nonqualified Stock Option	$6.02	2016-11-20	Common Stock (17679)	17679	Direct

Footnotes

F1: Reporting Person disclaims beneficial ownership of shares owned by spouse.

F2: Currently exercisable.

F3: Reporting Person disclaims beneficial ownership of the shares owned by Flynn Meyer PSP&T #1 except to the extent of reporting persons pecuniary interest. Reporting person is the plan administrator for Flynn Meyer PSP&T #1

F4: The option vests 50% on 11-21-2011 and 50% on 11-21-2012.

F5: Not applicable.

F6: Adjusted for five percent stock dividend paid to all shareholders of record on May 14, 2012.

F7: The option vests 50% on 8-7-2012 and 50% on 8-7-2013.