GEOSPACE TECHNOLOGIES CORP — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEOSPACE TECHNOLOGIES CORP (GEOS)
CIK: 0001001115
Period of Report: 2012-12-05

Reporting Person: SHEEN MICHAEL J (Director, SVP & Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Stock, par value $.01 per share	M	15000	$8.78	Acquired	15000	Direct
2012-12-05	Common Stock, par value $.01 per share	S	14771	$76.2863	Disposed	229	Direct
2012-12-05	Common Stock, par value $.01 per share	S	229	$76.7276	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-05	Options (right to buy)	$8.78	M	15000	Disposed	2018-12-05	Common Stock (15000)	Direct

Footnotes

F1: These shares were issued upon the exercise of options (described in Table II) and then immediately sold pursuant to Rule 10b5-1 trading plans adopted by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.66 to $76.64, inclusive. The reporting person undertakes to provide to Geospace Technologies Corporation, any security holder of Geospace Technologies Corporation, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The shares that were issued upon the exercise of options were immediately sold, as is presented in Table I.

F4: This option became exercisable in four equal annual installments, and were fully exercisable on December 5, 2012.

F5: Pursuant to General Instruction C(iii) of Form 4, the exercise price is reported in column 2 of this Table II

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.69 to $76.78, inclusive. The reporting person undertakes to provide to Geospace Technologies Corporation, any security holder of Geospace Technologies Corporation, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.