MIND TECHNOLOGY, INC — Major Shareholding Notification 2008

Dec 30, 2008

SC 13G 1 a08-31204_1sc13g.htm SC 13G

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Mitcham Industries, Inc.*

(Name of Issuer)

*Common Stock, par value $0.01 per share*

(Title of Class of Securities)

*606501104*

(CUSIP Number)

*December 9, 2008*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 606501104 — 1.	Names of Reporting Persons Steven Tannenbaum
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 560,437 shares of Common Stock
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 560,437 shares of Common Stock
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 560,437 shares of Common Stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 5.7%
12.	Type of Reporting Person
(See Instructions) IN, HC

2

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CUSIP No. 606501104 — 1.	Names of Reporting Persons Greenwood Investments, Inc.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 560,437 shares of Common Stock
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 560,437 shares of Common Stock
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 560,437 shares of Common Stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 5.7%
12.	Type of Reporting Person
(See Instructions) CO, IA

3

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CUSIP No. 606501104 — 1.	Names of Reporting Persons Greenwood Investors Limited Partnership
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 267,700 shares of Common Stock
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 267,700 shares of Common Stock
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 267,700 shares of Common Stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 2.7%
12.	Type of Reporting Person
(See Instructions) PN

4

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CUSIP No. 606501104 — 1.	Names of Reporting Persons Greenwood Capital Limited Partnership
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 292,737 shares of Common Stock
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 292,737 shares of Common Stock
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 292,737 shares of Common Stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 3.0%
12.	Type of Reporting Person
(See Instructions) PN

5

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Item 1.	(a)	Name of Issuer: Mitcham Industries, Inc. (the “Issuer”).
	(b)	Address of the Issuer’s Principal
Executive Offices: 8141 SH 75 South, P.O. Box 1175, Huntsville, Texas 77342.
Item 2.
	(a)	Name of Person Filing: This joint statement on Schedule 13G is being filed by Steven Tannenbaum,
Greenwood Investments, Inc., Greenwood Capital Limited Partnership and
Greenwood Investors Limited Partnership, who are collectively referred to as
the “Reporting Persons.” Mr.
Tannenbaum is the President of Greenwood Investments, Inc. (the “General
Partner”), which is the sole general partner of each of Greenwood Capital
Limited Partnership (“Capital”) and Greenwood Investors Limited Partnership
(“Investors”). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of the date hereof, a copy of which is filed with this
Schedule 13G as Exhibit 1 (which is incorporated herein by reference),
pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
	(b)	Address of Principal Business
Office: The principal business office of the Reporting Persons with respect to the
shares reported hereunder is 420 Boylston Street, 5th Floor, Boston, MA
02116.
	(c)	Citizenship: The General Partner is a Delaware corporation. Each of Capital and Investors is a
Massachusetts limited partnership. Mr.
Tannenbaum is a U.S. citizen.
	(d)	Title and Class of Securities: Common stock, $0.01 par value per share (“Common Stock”).
	(e)	CUSIP Number: 606501104.
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
N/A.
Item 4.	Ownership:
As of the date of this
filing, the Reporting Persons, in the aggregate, beneficially own 560,437
shares of Common Stock of the Issuer, representing approximately 5.7% of such
class of securities. The beneficial
ownership of each Reporting Person is as follows: (i) Capital beneficially
owns 292,737 shares of Common Stock representing approximately 3.0% of the
class, (ii) Investors beneficially owns 267,700 shares of Common Stock
representing approximately 2.7% of the class and (iii) the General Partner,
as the sole general partner of each of Capital and Investors, and Mr.
Tannenbaum, as the president of the General Partner, each beneficially owns
560,437 shares of Common Stock of the Issuer representing approximately 5.7%
of the class. The percentage of Common
Stock beneficially owned by each Reporting Person is based on a total of
9,802,522 shares of Common Stock of the Issuer outstanding as of December 5,
2008 as reported in the most recent quarterly report of the Issuer on Form
10-Q for the quarterly period ended October 31, 2008.

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| Each of Capital and
Investors has the power to vote and dispose of the shares of Common Stock
beneficially owned by such entity (as described above). The General Partner,
as the sole general partner of each of Capital and Investors, has the
authority to vote and dispose of all of the shares of Common Stock reported
in this Schedule 13G. Mr. Tannenbaum,
by virtue of his position as president of the General Partner, has the
authority to vote and dispose of all of the shares of Common Stock reported
in this Schedule 13G. | |
| --- | --- |
| Item 5. | Ownership of Five Percent or Less
of a Class: |
| N/A. | |
| Item 6. | Ownership of More than Five Percent
on Behalf of Another Person: |
| N/A. | |
| Item 7. | Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person: |
| N/A. | |
| Item 8. | Identification and Classification
of Members of the Group: |
| N/A. | |
| Item 9. | Notice of Dissolution of Group: |
| N/A. | |
| Item 10. | Certification: |
| By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect. | |

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STEVEN TANNENBAUM
/s/ Steven Tannenbaum
GREENWOOD INVESTMENTS, INC.
By:	/s/ Steven Tannenbaum
	Steven Tannenbaum,
President
GREENWOOD CAPITAL LIMITED PARTNERSHIP
By: Greenwood
Investments, Inc.,
General
Partner
By:	/s/ Steven Tannenbaum
	Steven Tannenbaum,
President
GREENWOOD INVESTORS
LIMITED PARTNERSHIP
By: Greenwood
Investments, Inc.,
General
Partner
By:	/s/ Steven Tannenbaum
	Steven Tannenbaum,
President

8

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Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of December 29, 2008, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Mitcham Industries, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

STEVEN TANNENBAUM
/s/ Steven Tannenbaum
GREENWOOD INVESTMENTS, INC.
By:	/s/ Steven Tannenbaum
	Steven Tannenbaum, President
GREENWOOD CAPITAL LIMITED PARTNERSHIP
By: Greenwood Investments, Inc.,
General Partner
By:	/s/ Steven Tannenbaum
	Steven Tannenbaum, President
GREENWOOD INVESTORS LIMITED PARTNERSHIP
By: Greenwood Investments, Inc.,
General Partner
By:	/s/ Steven Tannenbaum
	Steven Tannenbaum, President

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