Filing Details

Accession Number:
0001659213-18-000004
Form Type:
13D Filing
Publication Date:
2018-12-12 16:32:38
Filed By:
Lemelson Capital Management Llc
Company:
Geospace Technologies Corp (NASDAQ:GEOS)
Filing Date:
2018-12-12
SEC Url:
13D Filing
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
Lemelson Capital Management 0 1,124,362 0 1,124,362 1,124,362 8.3%
Filing

SC 13D/A 1 lemelsongeos2018form13dexv2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.2) GEOSPACE TECHNOLOGIES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 37364X109 (CUSIP Number) Brett M. Logan Lemelson Capital Management, LLC Chief Compliance Officer 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 (770) 420-8448 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 2018 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [x] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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). SCHEDULE 13D CUSIP No. 37364X109 1 Names of reporting persons Lemelson Capital Management, LLC 2 Check the appropriate box if a member of a group (see instructions) [ ] 3 SEC use only 4 Source of funds (see instructions) 00 5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or place of organization MA Number of shares beneficially owned by each reporting person with: 7 Sole voting power 0 8 Shared voting power 1,124,362 shares of Common Stock 9 Sole dispositive power 0 10 Shared dispositive power 1,124,362 shares of Common Stock 11 Aggregate amount beneficially owned by each reporting person 1,124,362 shares of Common Stock 12 Check if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 8.3% 14 Type of reporting person (see instructions) IA

ITEM 1. SECURITY AND ISSUER Common Stock, $0.01 par value Geospace Technologies Corporation 7007 Pinemont Drive Houston, Texas 77040-6601 ITEM 2. IDENTITY AND BACKGROUND This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons" with respect to the shares of Common Stock defined in Item 5 below of the Company Identity of Reporting Persons Lemelson Capital Management, LLC ("Investment Manager"), a Massachusetts Limited Liability Company, with respect to the shares of Common Stock held by The Amvona Fund, LP (the "Fund"), Anjeza Lemelson, and Rev. Fr. Emmanuel Lemelson, and underlying the Reported Common Stock (as defined below), held by, the Fund and individual to which the Investment Manager serves as investment manager. Rev. Fr. Emmanuel Lemelson is a citizen of the United States, the Investment Manager and is an investor. Anjeza Lemelson is a principal of Lemelson Capital Management, LLC., a citizen of the United States and is an investor. Address of Principal Business Office or Residence Lemelson Capital Management, LLC 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 Rev. Fr. Emmanuel Lemelson 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 Anjeza Lemelson 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Fund utilized its own available net assets to purchase the securities referred to in this Schedule. ITEM 4. PURPOSE OF TRANSACTION The securities referred to in this Schedule were originally acquired by the Fund for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. The Fund had acquired the securities in the ordinary course of business and is holding the securities for the benefit of its investors. The securities referred to in this Schedule have been previously reported on SC13G/A, however, this SC13D/A is being filed due to a certain prior letter issued by Lemelson Capital Management, LLC which called for replacement of the management of the Company and exploration of strategic alternatives with an investment bank, and a change in the total number of shares which have been acquired. As a result of the prior letter, the investment intent had changed from a passive investor to attempting to influence a change in the direction of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Amvona Fund, LP owns 1,124,362 shares of Common Stock or 8.3% of the shares outstanding. Anjeza Lemelson, principal of Lemelson Capital Management, LLC owns 72,792 of the shares outstanding or .4% of the shares outstanding individually, and the Reporting Person disclaims beneficial ownership of the 72,792 shares held in her name. Rev. Fr. Emmanuel Lemelson owns 0 shares of Common Stock or 0% of the shares outstanding. Lemelson Capital, LLC has the power to vote and direct the disposition of all shares of Common Stock owned by the Fund and Anjeza Lemelson. Lemelson Capital Management, LLC is deemed to beneficially own a total of 1,124,362 shares of Common Stock or 8.3% of the outstanding shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Lemelson Capital, LLC, The Amvona Fund, LP, or Rev. Fr. Emmanuel Lemelson and any other individual or entity. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Joint Filing Exhibit October 1, 2018 letter from Lemelson Capital Management, LLC to the Company SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 12/12/2018 Date /s/ John Zoraian Signature John Zoraian, Chief Financial Officer Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. This is a joint filing by Lemelson Capital Management, LLC, Anjeza Lemelson (principal of Lemelson Capital Management, LLC), and Gregory Emmanuel Lemelson (Investment Manager of Lemelson Capital Management, LLC) share sole voting and investment power over 1,124,362 shares of Common Stock. Gregory Emmanuel Lemelson is also known as Rev. Fr. Emmanuel Lemelson and is hereinafter referred to as Fr. Emmanuel Lemelson. Includes 72,792 shares owned by the Reporting Person's principal in her name alone. The Reporting Person disclaims beneficial ownership of the 72,792 shares held by Anjeza Lemelson in her name. See Items 2 and 5 of this Schedule 13D for additional information. This is a joint filing by Lemelson Capital Management, LLC, Anjeza Lemelson, and Rev. Fr. Emmanuel Lemelson share sole voting and investment power over 1,124,362 shares of Common Stock. Includes 72,792 shares owned by the Reporting Person's principal in her name alone. The Reporting Person disclaims beneficial ownership of the 72,792 shares held by Anjeza Lemelson in her name. See Items 2 and 5 of this Schedule 13D for additional information. Based on 13,597,041 shares of Common Stock outstanding filed by the Issuer with the Securities and Exchange Commission (the "SEC") on their most recent quarterly filing statement.Page 1 of 1