MIND TECHNOLOGY, INC — Director's Dealing 2012

May 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITCHAM INDUSTRIES INC (MIND)
CIK: 0000926423
Period of Report: 2012-05-16

Reporting Person: MITCHAM BILLY F JR (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-16	MII Common Stock	A	15000	$19.06	Acquired	300375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-16	Option to Purchase Common Stock	$19.06	A	30000	Acquired	2022-05-16	MII Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
MII Common Stock	3100	Indirect

Footnotes

F1: Restricted Stock vests 1/3 on November 16, 2012, 1/3 on May 16, 2013 and 1/3 on May 16, 2014.

F2: The shares are owned by Mr. Mitcham's spouse.

F3: Options vest 1/3 on November 16, 2012, 1/3 on May 16, 2013 and 1/3 on May 16, 2014.