FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Avista Capital Partners GP, LLC 		2. Issuer Name and Ticker or Trading Symbol

GEOKINETICS INC [ GOK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

65 EAST 55 STREET, 18TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2012
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series B-1 Senior Convertible Preferred Stock   (1) (6) 5/10/2012     J (6)    258998   A   (6) 258998   I   (4) See Footnotes   (3) (4)
Series B-1 Senior Convertible Preferred Stock   (2) (6) 5/10/2012     J (6)    68290   A   (6) 68290   I   (5) See Footnotes   (3) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This acquisition by Avista Capital Partners, L.P. ("Avista") is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with the Remarks below.
( 2)  This acquisition by Avista Capital Partners (Offshore), L.P. ("Offshore") is reported by Avista GP on behalf of Offshore in accordance with the remarks below.
( 3)  The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any securities covered by this statement.
( 4)  The securities of Geokinetics, Inc. reported on this line are owned directly by Avista and may be deemed to be indirectly owned by Avista GP, the general partner of Avista.
( 5)  The securities of Geokinetics, Inc. reported on this line are owned directly by Offshore and may be deemed to be indirectly owned by Avista GP, the general partner of Offshore.
( 6)  The shares of Common Stock of Geokinetics reported on this Form 4 were received by Avista and Offshore in connection with the consummation on May 10, 2012 of the transactions contemplated by that certain Series B Preferred Stock and Exchange Agreement dated as of May 9, 2012 by and among Geokinetics, Inc. ("Company"), Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., and Levant America S.A. as described in the Company's Form 8-K filed on May 11, 2012.

Remarks:
This Form 4 and all previous and subsequent forms filed by Avista, Offshore or Avista GP ("Avista Joint Filing Affiliates") pursuant to Section 16 of the Securities Exchange Act of 1934 with respect to beneficial ownership in the Company have been and will continue to be filed jointly so that a filing by any Avista Joint Filing Affiliate is made on behalf of all Avista Joint Filing Affiliates, regardless of whether any previous Form filed by any Avista Joint Filing Affiliate has indicated such From is filed by one reporting person or more than one reporting person. This joint filing arrangement for purposes of filing Forms is consistent with the Joint Filing Agreement filed with the Securities and Exchange Commission as Exhibit 1 to the Schedule 13D filed by Avista on September 8, 2006. In accordance with this footnote, this Form 4 is filed by Avista GP, the general partner of Avista and Offshore, on behalf of Avista and Offshore.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Avista Capital Partners GP, LLC
65 EAST 55 STREET
18TH FLOOR
NEW YORK, NY 10022
X

Avista Capital Partners, L.P.
65 EAST 55 STREET
18TH FLOOR
NEW YORK, NY 10022
X

Avista Capital Partners (Offshore), L.P.
65 EAST 55 STREET
18TH FLOOR
NEW YORK, NY 10022
X


Signatures
/s/ Ben Silbert, General Counsel 5/14/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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