Filing Details

Item 1.  Security and Issuer.

This Schedule 13D (the “Schedule 13D”) is being filed with respect to the shares of common stock (the “Shares”) of Geospace Technologies Corp. a Texas corporation (“the “Company”).

Item 2.  Identity and Background.

This Schedule 13D is being filed by the following two limited partnerships (the “D3 Family Funds”), the following Bahamian corporation (the “Managed Account”), the following corporation, which is the sole general partner of the D3 Family Funds and the sole investment manager of the Managed Account, as indicated below, and the following individual (collectively, the “Reporting Persons”), who is the President of the general partner.

(f)              The citizenship of each of the Reporting Persons is set forth in paragraph (a) of this Item.

Item 3.  Source and Amount of Funds or Other Consideration.

The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $7,271,035. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.

Item 4.  Purpose of Transaction

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in this Item 4.  The Reporting Persons intend to continue to communicate with the Issuer's management and Board about a broad range of operational and strategic matters. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

As of the close of business on the date hereof, the Family Fund individually beneficially owned 232,958 Shares, constituting approximately 1.7% of all of the outstanding Shares.

As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 459,257 Shares, constituting approximately 3.4% of all of the outstanding Shares.

As of the close of business on the date hereof, the Managed Account individually beneficially owned 7,025 Shares, constituting less than 1% of all of the outstanding Shares.

By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 699,240 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 5.1% of all of the outstanding Shares.

By virtue of his relationship with NIMCO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 699,240 Shares beneficially owned by NIMCO, constituting approximately 5.1 % of all of the outstanding Shares.

The Reporting Persons, in the aggregate, beneficially own 699,240 Shares, constituting approximately 5.1% of the outstanding Shares.

(b)            The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 232,958 Shares held by the Family Fund.

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 459,257 Shares held by the Bulldog Fund.

The Managed Account, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 7,025 Shares held by the Managed Account.

 (c)            During the past sixty (60) days the following purchases of Shares were made by the Reporting Persons named below in open market transaction:

(d)           No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

    Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Reporting Persons have entered into a joint filing agreement, dated as of May 18, 2020, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.    Material to be filed as Exhibits

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., D3 Family Bulldog

Fund, L.P.,

By: Nierenberg Investment Management

Company, Inc.

Its: General Partner

May 27, 2020                    By: /s/ David Nierenberg

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                    David Nierenberg, President

Haredale Ltd.

By: Nierenberg Investment Management Company Inc.

Its:  Investment Manager

-------------------------                                                -------------------------------------------

       David Nierenberg, President

Nierenberg Investment Management

Company, Inc.

-------------------------                                                -------------------------------------------

                    David Nierenberg, President

-------------------------                                                -------------------------------------------

                  David Nierenberg