DAWSON GEOPHYSICAL CO — Director's Dealing 2015

Feb 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DAWSON GEOPHYSICAL CO (DWSN)
CIK: 0000799165
Period of Report: 2015-02-11

Reporting Person: TOBIAS C RAY (EVP, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-11	Common Stock $0.01 par value	A	69894	—	Acquired	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-11	Stock Options (right to buy)	$10.75	A	17600	Acquired	2018-12-02	Common Stock (17600)	Direct

Footnotes

F1: 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.

F2: Includes 19,118 Restricted Stock Units.

F3: Includes 17,600 Restricted Stock Grants.

F4: Received in the Merger in exchange for vested employee stock options to acquire 10,000 shares of Predecessor common stock for $18.91 per share.