GEOSPACE TECHNOLOGIES CORP — Director's Dealing 2012

Oct 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEOSPACE TECHNOLOGIES CORP (GEOS)
CIK: 0001001115
Period of Report: 2012-10-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-22	Common Stock, par value $.01 per share	M	23156	$8.78	Acquired	64632	Direct
2012-10-22	Common Stock, par value $.01 per share	S	3018	$68.5720	Disposed	61614	Direct
2012-10-22	Common Stock, par value $.01 per share	S	10517	$67.1680	Disposed	51097	Direct
2012-10-22	Common Stock, par value $.01 per share	S	9621	$66.061	Disposed	41476	Direct
2012-10-22	Common Stock, par value $.01 per share	S	16000	$67.5297	Disposed	25476	Direct
2012-10-23	Common Stock, par value $.01 per share	S	7760	$64.5407	Disposed	17716	Direct
2012-10-23	Common Stock, par value $.01 per share	S	4240	$65.3819	Disposed	13476	Direct
2012-10-24	Common Stock, par value $.01 per share	S	2154	$63.5792	Disposed	11322	Direct
2012-10-24	Common Stock, par value $.01 per share	X	2600	$64.7140	Disposed	8722	Direct
2012-10-24	Common Stock, par value $.01 per share	S	400	$65.6300	Disposed	8322	Direct
2012-10-24	Common Stock, par value $.01 per share	S	1025	$66.500	Disposed	7297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-22	Options (right to buy)	$8.78	M	23156	Disposed	2018-12-05	Common Stock (23156)	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 $68.57 to $68.63, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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 will become exercisable in four equal annual installments, and will be 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: On October 18, 2012, the common stock of Geospace Corporation split 2-for-1, resulting in the reporting person's ownership of 20,738 additional shares of common stock and 19,078 additional options whose strike price was reduced to $8.78.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.60 to $67.57, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.54 to $66.51, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.

F9: The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the reporting person.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.07 to $65.05, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.08 to $65.65, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.60 to $64.09, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.34 to $65.33, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.49 to $66.00, inclusive. The reporting person undertakes to provide to OYO Geospace Corporation, any security holder of OYO Geospace 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.