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ION
Geophysical Corporation
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(Name
of Issuer)
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Common
Stock, $0.01 par value
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(Title
of Class of Securities)
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462044108
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(CUSIP
Number)
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|
CUSIP
No. 462044108
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13G
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Page
2
of 7
Pages
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1.
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NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher
Asset Management, Inc.
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|||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) □
(b) □
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||
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3.
|
SEC
USE ONLY
|
|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
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||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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6,569,198
|
|
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6.
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SHARED
VOTING POWER
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0
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||
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7.
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SOLE
DISPOSITIVE POWER
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6,569,198
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||
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8.
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SHARED
DISPOSITIVE POWER
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0
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
6,569,198
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||
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10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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□
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||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.4%
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||
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12.
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TYPE
OF REPORTING PERSON*
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IA
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CUSIP
No. 462044108
|
13G
|
Page
3
of 7
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse
Fletcher, Jr.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) □
(b) □
|
||
|
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
|
0
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
6,569,198
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
□
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.4%
|
||
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12.
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TYPE
OF REPORTING PERSON*
|
HC
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||
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Item
1(a).
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Name of
Issuer:
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ION
Geophysical Corporation
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Item
1(b).
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Address of Issuer's
Principal Executive Offices:
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2105
CityWest Boulevard
Building
III, Suite 400
Houston,
Texas 77042
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Item
2(a).
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Names of Persons
Filing:
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Fletcher
Asset Management, Inc. ("FAM") and Alphonse Fletcher,
Jr.
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Item
2(b).
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Address of Principal
Business Office or, if none, Residence:
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48
Wall Street
5th
Floor
New
York, New York 10005
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Item
2(c).
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Citizenship:
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FAM
is a corporation organized under the laws of the State of
Delaware. Alphonse Fletcher, Jr. is a citizen of the United
States.
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Item
2(d).
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Title of Class of
Securities:
|
|
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Common
Stock, $0.01 par
value
|
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Item
2(e).
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CUSIP
Number:
|
|
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462044108
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Item
3.
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If this statement is
filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether
the person filing is a:
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(a)
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[ ]
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[X]
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
or
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(j)
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[ ]
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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If
this statement is filed pursuant to Rule 13d-1(c), check this box
[ ].
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Item
4.
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Ownership.
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(a)
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Amount Beneficially
Owned:
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6,569,198
shares
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(b)
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Percent of
Class:
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6.42%
(based on 102,262,727 shares of Common Stock, par value $0.01 per share
(the "Common Stock"), of ION Geophysical Corporation (the "Company")
consisting of (i) 95,734,329 shares reported by the Company to FAM to be
outstanding as of December 31, 2007, and (ii) 6,528,398 shares of Common
Stock underlying the Convertible Securities (as defined below)
beneficially owned by FAM and Mr. Fletcher issuable within 60 days as of
December 31, 2007).
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(c)
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Number of shares as to
which FAM has:
|
|
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(i)
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Sole power to vote or
to direct the vote:
|
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6,569,198
shares
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||
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(ii)
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Shared power to vote
or to direct the vote:
|
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0
shares
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||
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(iii)
|
Sole power to dispose
or to direct the disposition of:
|
|
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6,569,198
shares
|
||
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(iv)
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Shared power to
dispose or to direct the disposition of:
|
|
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0
shares
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||
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The 6,569,198 shares of Common
Stock reported to be beneficially owned consist of 40,800 shares of Common
Stock and 6,528,398 shares of Common Stock issuable upon the conversion or
exercise by Fletcher International, Ltd. of certain convertible securities
and rights (collectively the "Convertible Securities") pursuant to an
Agreement, dated February 15, 2005, by and between the Company and
Fletcher International, Ltd. The Convertible Securities are
exercisable within 60 days as of December 31, 2007. The
holdings reported reflect the shares of Common Stock issuable within 60
days as of December 31, 2007 that would have been held had the Convertible
Securities been converted and exercised on December 31, 2007.
The
shares of Common Stock of the Company reported to be beneficially owned
consist of shares of Common Stock underlying the Convertible Securities
held in one or more accounts managed by FAM (the "Accounts"), for Fletcher
International, Ltd. FAM has sole power to vote and sole power
to dispose of all shares of Common Stock underlying the Convertible
Securities in the Accounts. By virtue of Mr. Fletcher's
position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may
be deemed to have the shared power to vote or direct the vote of, and the
shared power to dispose or direct the disposition of, such shares, and,
therefore, Mr. Fletcher may be deemed to be the beneficial owner of such
Common Stock.
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Item
5.
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Ownership of Five
Percent or Less of a Class.
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Not
Applicable
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|
Item
6.
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Ownership of More Than
Five Percent on Behalf of Another Person.
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This
Schedule 13G is filed by FAM, which is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, as amended, with
respect to the shares of Common Stock underlying the Convertible
Securities held at December 31, 2007 in the Accounts managed by
FAM. By reason of the provisions of Rule 13d-3 under the Act,
FAM and Mr. Fletcher may each be deemed to beneficially own the shares of
Common Stock underlying the Convertible Securities held in the
Accounts. The Accounts have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such shares purchased for its account.
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|
Item
7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
|
|
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This
Schedule 13G is filed by FAM and Mr. Fletcher.
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Item
8.
|
Identification and
Classification of Members of the Group.
|
|
|
Not
Applicable
|
||
|
Item
9.
|
Notice of Dissolution
of Group.
|
|
|
Not
Applicable
|
||
|
Item
10.
|
Certifications.
|
|
|
By
signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr.
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of
business and 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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||
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Fletcher
Asset Management, Inc.
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||||
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By:
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/s/
Peter Zayfert
|
|||
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Name:
|
Peter
Zayfert
|
|||
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Title:
|
Authorized
Signatory
|
|||
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Alphonse
Fletcher, Jr., in his individual capacity
|
||||
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By:
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/s/
Denis J. Kiely
|
|||
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Name:
|
Denis
J. Kiely for Alphonse Fletcher, Jr.
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|||
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*By
Power of Attorney, dated February 14, 2001, attached as Exhibit A
hereto.
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