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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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December
31, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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⊠
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Rule
13d-1(b)
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□
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Rule
13d-1(c)
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□
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Rule
13d-1(d)
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CUSIP
No. 462044108
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13G/A
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Page
2
of 8
Pages
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1.
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NAMES
OF REPORTING PERSONS.
Fletcher
Asset Management, Inc.
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|||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) □
(b) □
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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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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9,669,434
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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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9,669,434
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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
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9,669,434
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10.
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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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8.9%
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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/A
|
Page
3
of 8
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS.
Fletcher
International, Ltd.
|
|||
|
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.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Bermuda
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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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0
|
|
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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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0
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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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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,669,434
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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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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.9%
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||
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12.
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TYPE
OF REPORTING PERSON
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CO
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CUSIP
No. 462044108
|
13G/A
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Page
4
of 8
Pages
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|
1.
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NAMES
OF REPORTING PERSONS.
Alphonse
Fletcher, Jr.
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|||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) □
(b) □
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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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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0
|
|
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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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0
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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
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9,669,434
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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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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.9%
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12.
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TYPE
OF REPORTING PERSON
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HC
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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"), Fletcher International, Ltd. ("FIL") 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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c/o
Fletcher Asset Management, Inc.
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. FIL is a company organized under the laws of
Bermuda. 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 §§ 240.13d-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 Act (15 U.S.C.
78o);
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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(e)
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[X]
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An
investment adviser in accordance with §
240.13d-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 §
240.13d-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 §
240.13d-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 (12 U.S.C. 1813);
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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 (15 U.S.C.
80a-3);
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(j)
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[ ]
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
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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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9,669,434
shares
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(b)
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Percent
of Class:
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8.9%
(based on 109,101,581 shares of Common Stock, par value $0.01 per share
(the "Common Stock"), of ION Geophysical Corporation (the "Company")
consisting of (i) 99,432,147 shares reported by the Company to be
outstanding as of October 31, 2008, and (ii) 9,669,434 shares of Common
Stock underlying the Convertible Securities (as defined below)
beneficially owned by FAM, FIL and Mr. Fletcher issuable within 60 days as
of December 31, 2008).
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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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9,669,434
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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|||
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0
shares
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||||
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(iii)
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Sole power to dispose
or to direct the disposition of:
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|||
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9,669,434
shares
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||||
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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 9,669,434 shares of Common
Stock reported to be beneficially owned consist of 9,669,434 shares of
Common Stock issuable upon the conversion or exercise by FIL of certain
convertible securities owned by FIL (collectively the "Convertible
Securities"). The Convertible Securities are convertible within
60 days as of December 31, 2008. The holdings reported reflect
the shares of Common Stock issuable within 60 days as of December 31, 2008
that would have been held had the Convertible Securities been converted on
December 31, 2008. The holdings do not reflect additional
shares of Common Stock issuable upon conversion or exercise of the
Convertible Securities commencing sixty-five (65) days after FIL
provides one or more notices to the Company.
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 FIL. 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/A 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, 2008 in the Accounts managed by
FAM. By reason of the provisions of Rule 13d-3 under the Act,
FAM, FIL 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/A is filed by FAM, FIL and Mr. Fletcher.
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Item
8.
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Identification and
Classification of Members of the Group.
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Not
Applicable
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Item
9.
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Notice of Dissolution
of Group.
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Not
Applicable
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Item
10.
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Certifications.
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By
signing below Fletcher Asset Management, Inc., Fletcher International,
Ltd. 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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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:
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Peter
Zayfert
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|||||
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Title:
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Authorized
Signatory
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|||||
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Fletcher
International, Ltd. by its duly authorized investment
advisor,
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:
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Peter
Zayfert
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|||||
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Title:
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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:
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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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Signed:
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/s/ Alphonse Fletcher
Jr.
|
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Alphonse
Fletcher Jr.
|
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