Filing Details

Accession Number:
0001013594-18-000316
Form Type:
13G Filing
Publication Date:
2018-04-23 15:14:59
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
The D3 Family Fund 0 195,174 0 195,174 For the reporting person listed on this page, 1.4%
The D3 Family Bulldog Fund 0 452,483 0 452,483 For the reporting person listed on this page, 3.3%
The DIII Offshore Fund 0 33,549 0 33,549 For the reporting person listed on this page, less than 1%
Nierenberg Investment Management Company, Inc 0 681,206 0 681,206 For the reporting person listed on this page, 5.0%
Nierenberg Investment Management Offshore, Inc 0 33,549 0 33,549 For the reporting person listed on this page, less than 1%
David Nierenberg 0 681,206 0 681,206 For the reporting person listed on this page, 5.0%
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Geospace Technologies Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37364X109
(CUSIP Number)
April 19, 2018

 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 Rule 13d-1(b)
[x] Rule 13d-1(c)
 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 disclosures provided in a prior cover page.

The information required on 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).



1.
names of Reporting Persons
 
The D3 Family Fund, L.P.
 
2.
check the appropriate box if a member of a group
(a) [x]
(b) 
3.
sec use only
 
4.
citizenship or place of organization
 
Washington
 


NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
195,174 common shares (1.4%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
195,174
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 195,174; for all reporting persons as a group, 681,206 shares (5.0%)
10.
check box if the aggregate amount in row (9) excludes certain shares 
 
11.
percent of class represented by amount in row (9)
For the reporting person listed on this page, 1.4%; for all reporting persons as a group, 5.0%
12.
type of Reporting Person                                                                                  PN
 


1.
names of Reporting Persons
 
The D3 Family Bulldog Fund, L.P.
 
2.
check the appropriate box if a member of a group
(a) [x]
(b) 
3.
sec use only
 
4.
citizenship or place of organization
 
Washington
 


NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
452,483 common shares (3.3%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
452,483
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 452,483; for all reporting persons as a group, 681,206 shares (5.0%)
10.
check box if the aggregate amount in row (9) excludes certain shares 
 
11.
percent of class represented by amount in row (9)
For the reporting person listed on this page, 3.3%; for all reporting persons as a group, 5.0%
12.
type of Reporting Person                                                                                 PN
 


1.
names of Reporting Persons
 
The DIII Offshore Fund, L.P.
 
2.
check the appropriate box if a member of a group
(a) [x]
(b) 
3.
sec use only
 
4.
citizenship or place of organization
 
Bahamas
 


NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
33,549 common shares (less than 1%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
33,549
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 33,549; for all reporting persons as a group, 681,206 shares (5.0%)
10.
check box if the aggregate amount in row (9) excludes certain shares 
 
11.
percent of class represented by amount in row (9)
For the reporting person listed on this page, less than 1%; for all reporting persons as a group, 5.0%
12.
type of Reporting Person                                                                                   PN
 


1.
names of Reporting Persons
 
Nierenberg Investment Management Company, Inc.
 
2.
check the appropriate box if a member of a group
(a) [x]
(b) 
3.
sec use only
 
4.
citizenship or place of organization
 
Washington
 


NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
681,206 common shares (5.0%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
681,206
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 681,206; for all reporting persons as a group, 681,206 shares (5.0%)
10.
check box if the aggregate amount in row (9) excludes certain shares 
 
11.
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.0%; for all reporting persons as a group, 5.0%
12.
type of Reporting Person                                                                                  CO
 


1.
names of Reporting Persons
 
Nierenberg Investment Management Offshore, Inc.
 
2.
check the appropriate box if a member of a group
(a) [x]
(b) 
3.
sec use only
 
4.
citizenship or place of organization
 
Bahamas
 


NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
33,549 common shares (less than 1%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
33,549
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 33,549; for all reporting persons as a group, 681,206 shares (5.0%)
10.
check box if the aggregate amount in row (9) excludes certain shares 
 
11.
percent of class represented by amount in row (9)
For the reporting person listed on this page, less than 1%; for all reporting persons as a group, 5.0%
12.
type of Reporting Person                                                                                 CO
 


1.
names of Reporting Persons
 
David Nierenberg
 
2.
check the appropriate box if a member of a group
(a) [x]
(b) 
3.
sec use only
 
4.
citizenship or place of organization
 
United Stated of America
 


NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
681,206 common shares (5.0%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
681,206
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 681,206; for all reporting persons as a group, 681,206 shares (5.0%)
10.
check box if the aggregate amount in row (9) excludes certain shares 
 
11.
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.0%; for all reporting persons as a group, 5.0%
12.
type of Reporting Person                                                                                  IN
 
This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of April 19, 2018.
Item 1.
(a) Name of Issuer:
Geospace Technologies Corp. (the "Issuer")

(b)
Address of Issuer's Principal Executive Offices:
7007 Pinemont Dr, Houston TX 77040
Item 2.
(a), (c)
Name of Person Filing and Citizenship:
The names of the persons filing this Schedule 13G (collectively, the "Reporting Persons") are:
·
The D3 Family Fund, L.P., a Washington limited partnership (the "Family Fund");
 
·
The D3 Family Bulldog Fund, L.P., a Washington limited partnership (the "Bulldog Fund");
 
·
The DIII Offshore Fund, L.P., a Bahamas limited partnership (the "Offshore Fund");
 
·
Nierenberg Investment Management Company, Inc., a Washington corporation ("NIMCO") which is the sole general partner of the Family Fund and the Bulldog Fund;
 
·
Nierenberg Investment Management Offshore, Inc. ("NIMO"), which is a wholly-owned subsidiary of NIMCO and is the sole general partner of the Offshore Fund;
 
·
David Nierenberg, a United States citizen ("Mr. Nierenberg"), who is the President of each of the two general partners. 
 
NIMCO and Mr. Nierenberg may each be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) held by the the Famliy Fund, the Bulldog Fund and the Offshore Fund.  NIMO may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Offshore Fund.
(b)
Address of Principal Business Office or, if None, Residence:
The business address of each of the Reporting Persons is 19605 N.E. 8th Street, Camas, Washington  98607.
(d)
Title of Class of Securities:  Common Stock
(e)
CUSIP Number: 37364X109
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:  N/A
(a)  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)  An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)  A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4.
Ownership.
(a), (b)    Amount beneficially owned; Percent of Class:
(i) The Family Fund individually beneficially owns 195,174 shares of Common Stock, constituting approximately 1.4% of all of the outstanding shares of Common Stock based on 13,563,491 shares of Common Stock outstanding as of January 31, 2018 as set forth in the Form 10-Q filed by the Issuer on February 7, 2018.
(ii) The Bulldog Fund individually beneficially owns 452,483 shares of Common Stock, constituting approximately 3.3% of all of the outstanding shares of Common Stock.
(iii) The Offshore Fund individually beneficially owns 33,549 shares of Common Stock, constituting less than 1% of all of the outstanding shares of Common Stock.
(iv) NIMCO may be deemed to be the beneficial owner of the 681,206 shares of Common Stock owned by the Family Fund, the Bulldog Fund and the Offshore Fund, constituting approximately 5.0% of all of the outstanding shares of Common Stock.
(v) NIMO may be deemed to be the beneficial owner of the 33,549 shares of Common Stock owned by the Offshore Fund, constituting less than 1% of all of the outstanding shares of Common Stock.
(vii) Mr. Nierenberg may be deemed to be the beneficial owner of the 681,206 shares of Common Stock beneficially owned by NIMCO and NIMO, constituting approximately 5.0% of all of the outstanding shares of Common Stock.
(viii) The Reporting Persons, in the aggregate, beneficially own 681,206 Shares, constituting approximately 5.0% of the outstanding shares of Common Stock.
(c)       Number of shares as to which such person has:
(i), (iii)           None of the Reporting Persons has the sole power (A) to vote or direct the vote of, or (B) to dispose or direct the disposition of, any shares of Common Stock
(ii), (iv)          The Family Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 195,174 shares of Common Stock held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 452,483 shares of Common Stock held by the Bulldog Fund.
The Offshore Fund, NIMO, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 33,549 shares of Common Stock held by the Offshore Fund.
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.
Exhibit 1 hereto is the Joint Filing Agreement among the Reporting Persons dated August 30, 2013 pursuant to which all of the Reporting Persons have authorized the filings under Regulation 13D-G and amendments thereto as a group.
Item 9.
Notice of Dissolution of Group.
N/A
Item 10.
Certification.
By signing below each of the undersigned certifies that, to the best of its or his 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.


 
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
 
 
By:   Nierenberg Investment Management Company, Inc.
 
 
April 23, 2018
Its:   General Partner
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
 
DIII Offshore Fund, L.P.
 
By:   Nierenberg Investment Management Offshore, Inc.
 
 
April 23, 2018
Its:   General Partner
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
 
Nierenberg Investment Management
Company, Inc.
 
April 23, 2018
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
 
Nierenberg Investment Management
Offshore, Inc.
 
April 23, 2018
By:   /s/ David Nierenberg
             David Nierenberg, President
 
April 23, 2018
 
/s/ David Nierenberg
     David Nierenberg