GEOSPACE TECHNOLOGIES CORP — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEOSPACE TECHNOLOGIES CORP (GEOS)
CIK: 0001001115
Period of Report: 2013-02-19

Reporting Person: Wheeler Walter R. (Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock, par value $.01 per share	M	4000	$4.325	Acquired	35930	Direct
2013-02-19	Common Stock, par value $.01 per share	S	1505	$108.00	Disposed	34425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-19	Options (right to buy)	$4.325	M	4000	Disposed	2013-03-25	Common Stock (4000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (right to buy)	$8.78	2018-12-05	Common Stock (6000)	6000	Direct
Options (right to buy)	$21.945	2020-02-25	21.945 (20000)	20000	Direct

Footnotes

F1: These shares were issued upon the exercise of options (described in Table II) and then immediately sold.

F2: On October 18, 2012, the common stock of Geospace Technologies Corporation (the "Company") split 2-for-1, resulting in the reporting person's direct ownership of 15,965 additional shares of common stock.

F3: 1505 of the shares that were issued upon the exercise of options were immediately sold, as is presented in Table I.

F4: Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.

F5: On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 3,000 additional options for which the strike price was reduced to $8.78.

F6: On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 10,000 additional options for which the strike price was reduced to $21.945.

F7: This option is fully vested.

F8: This option vests in four equal annual installments beginning February 25, 2011 and will be fully vested on February 25, 2014.