- Annual Statement of Changes in Beneficial Ownership (5)

Share Name	Share Symbol	Market	Type
Geokinetics, Inc.	AMEX:GOK	AMEX	Ordinary Share

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

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

ANNUAL 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 55TH STREET, 18TH FLOOR	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2009
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	3/15/2009 ⁽³⁾		J4 ⁽³⁾	3854		12/15/2006	⁽¹⁰⁾	Common Stock	38540	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	3/15/2009 ⁽³⁾		J4 ⁽³⁾	1016		12/15/2006	⁽¹⁰⁾	Common Stock	1016	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See footnotesv ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	6/15/2009 ⁽³⁾		J4 ⁽³⁾	3932		12/15/2006	⁽¹⁰⁾	Common Stock	39320	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	6/15/2009 ⁽³⁾		J4 ⁽³⁾	1036		12/15/2006	⁽¹⁰⁾	Common Stock	10360	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	9/15/2009 ⁽³⁾		J4 ⁽³⁾	4010		12/15/2006	⁽¹⁰⁾	Common Stock	40100	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	9/15/2009 ⁽³⁾		J4 ⁽³⁾	1057		12/15/2006	⁽¹⁰⁾	Common Stock	10570	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	12/15/2009 ⁽³⁾		J4 ⁽³⁾	4090		12/15/2006	⁽¹⁰⁾	Common Stock	40900	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	12/15/2009 ⁽³⁾		J4 ⁽³⁾	1078		12/15/2006	⁽¹⁰⁾	Common Stock	10780	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁷⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	3/15/2009 ⁽³⁾		J4 ⁽³⁾	1957		7/28/2008	⁽¹⁰⁾	Common Stock	19570	⁽³⁾	0 ⁽⁴⁾ ⁽¹¹⁾	I ⁽⁴⁾ ⁽¹¹⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁸⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	3/15/2009 ⁽³⁾		J4 ⁽³⁾	516		7/28/2008	⁽¹⁰⁾	Common Stock	5160	⁽³⁾	0 ⁽⁵⁾ ⁽¹¹⁾	I ⁽⁵⁾ ⁽¹¹⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁷⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	6/15/2009 ⁽³⁾		J4 ⁽³⁾	1996		7/28/2008	⁽¹⁰⁾	Common Stock	19960	⁽³⁾	0 ⁽⁴⁾ ⁽¹¹⁾	I ⁽⁴⁾ ⁽¹¹⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁸⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	6/15/2009 ⁽³⁾		J4 ⁽³⁾	526		7/28/2008	⁽¹⁰⁾	Common Stock	5260	⁽³⁾	0 ⁽⁵⁾ ⁽¹¹⁾	I ⁽⁵⁾ ⁽¹¹⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁷⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	9/15/2009 ⁽³⁾		J4 ⁽³⁾	2036		7/28/2008	⁽¹⁰⁾	Common Stock	20360	⁽³⁾	0 ⁽⁴⁾ ⁽¹¹⁾	I ⁽⁴⁾ ⁽¹¹⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁸⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	9/15/2009 ⁽³⁾		J4 ⁽³⁾	537		7/28/2008	⁽¹⁰⁾	Common Stock	5370	⁽³⁾	0 ⁽⁵⁾ ⁽¹¹⁾	I ⁽⁵⁾ ⁽¹¹⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁷⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	12/15/2009 ⁽³⁾		J4 ⁽³⁾	2077		7/28/2008	⁽¹⁰⁾	Common Stock	20770	⁽³⁾	0 ⁽⁴⁾ ⁽¹¹⁾	I ⁽⁴⁾ ⁽¹¹⁾	See footnotes ⁽⁴⁾ ⁽⁹⁾ ⁽¹¹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁸⁾ ⁽¹¹⁾	$25 ⁽⁶⁾	12/15/2009 ⁽³⁾		J/K4 ⁽³⁾	547		7/28/2008	⁽¹⁰⁾	Common Stock	5470	⁽³⁾	0 ⁽⁵⁾ ⁽¹¹⁾	I ⁽⁵⁾ ⁽¹¹⁾	See footnotes ⁽⁵⁾ ⁽⁹⁾ ⁽¹¹⁾

Explanation of Responses:
( 1)	This line reports the issuance of payment in kind dividends for Series B-1 Senior Convertible Preferred Stock ("Series B-1 Preferred Stock") by Geokinetics, Inc. (the "Company") to Avista Capital Partners, L.P. ("Avista"), and is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with the Remarks below.
( 2)	This line reports the issuance of payment in kind dividends for Series B-1 Preferred Stock by the Company to Offshore, and is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
( 3)	Pursuant to the Second Amended and Restated Certificate of Designation of Series B Senior Convertible Preferred Stock, filed as Exhibit 1 to the Form 8-K filed by Geokinetics on February 18, 2009, at the option of the Company, dividends payable on shares of (A) Series B-1 Preferred Stock on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-1 Preferred Stock, instead of cash or (B) Series B-2 Senior Convertible Preferred Stock ("Series B-2 Preferred Stock") on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-2 Preferred Stock, instead of cash. The value of each share of Series B-1 and Series B-2 Preferred Stock paid in lieu of cash shall be equal to the Original Issue Price, which means $250.00 per share for each share of Series B-1 and Series B-2 Preferred Stock (as adjusted for stock splits, stock dividends or the like).
( 4)	As a result of the dividends of Series B-1 Preferred Stock reported hereunder, Avista directly owns 208,632 shares of Series B-1 Preferred Stock, and any shares of Series B-1 Preferred Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP, the general partner of Avista. As a result of the dividends of Series B-2 Preferred Stock reported hereunder, on December 15, 2009, Avista directly owned 105,956 shares of Series B-2 Preferred Stock, and any such shares of Series B-2 Preferred Stock owned directly by Avista may be deemed to have been indirectly owned by Avista GP.
( 5)	As a result of the dividends of Series B-1 Preferred Stock reported hereunder, Offshore directly owns 55,013 shares of Series B-1 Preferred Stock, and any shares of Series B-1 Preferred Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP, the general partner of Offshore. As a result of the dividends of Series B-2 Preferred Stock reported hereunder, on December 15, 2009, Offshore directly owned 27,938 shares of Series B-2 Preferred Stock, and any such shares of Series B-2 Preferred Stock owned directly by Offshore may be deemed to have been indirectly owned by Avista GP.
( 6)	The initial conversion price per share for Series B-1 Preferred Stock and Series B-2 Preferred Stock takes into account the 1-for-10 stock split of the Company effective as of November 3, 2006. Thereafter, the price is determined by dividing the liquidation preference amount of $250 for the Series B-1 Preferred Stock by the applicable conversion price, which may be adjusted for dilutive issuances, splits, combinations or the like.
( 7)	This line reports the issuance of payment in kind dividends for Series B-2 Preferred Stock by the Company to Avista, and is reported by Avista GP on behalf of Avista in accordance with the Remarks below.
( 8)	This line reports the issuance of payment in kind dividends for Series B-2 Preferred Stock by the Company to Offshore, and is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
( 9)	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.
( 10)	Not Applicable.
( 11)	As reported in Amendment 11 to Schedule 13D filed by Avista GP, Avista and Offshore on December 23, 2009 and in Form 4 filed by Avista GP on behalf of Offshore and Avista on December 22, 2009, Avista and Offshore exchanged all of their shares of Series B-2 Preferred Stock with Geokinetics, Inc. on December 18, 2009 (106,026 and 27,956 shares, respectively, which takes into account accrued, but unissued, dividends on the Series B-2 Preferred Stock between December 15, 2009 and December 18, 2009) in accordance with that Amendment and Exchange Agreement dated December 2, 2009 (incorporated by reference from Exhibit 10.2 to the Form 8-K of Geokinetics filed with the Securities and Exchange Commission December 4, 2009).

Remarks:
This Form 5 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 Form 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 5 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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Avista Capital Partners GP, LLC 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners, L.P. 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners (Offshore), L.P. 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X

Signatures
/s/ Ben Silbert, General Counsel		1/20/2010
^** 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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GOK Geokinetics, Inc.