Sec Form 4 Filing - Wheeler Walter R. @ GEOSPACE TECHNOLOGIES CORP - 2013-02-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wheeler Walter R. 2. Issuer Name and Ticker or Trading Symbol GEOSPACE TECHNOLOGIES CORP [ GEOS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President & COO (Last) (First) (Middle) 7007 PINEMONT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2013 (Street) HOUSTON, TX77040 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 02/19/2013 M( 1 ) 4,000 A $ 4.325 35,930 ( 2 ) D Common Stock, par value $.01 per share 02/19/2013 S( 1 ) 1,505 D $ 108 34,425 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (right to buy) $ 4.325 02/19/2013 M( 3 ) 4,000 03/25/2004 03/25/2013 Common Stock 4,000 ( 4 ) 0 D Options (right to buy) $ 8.78 12/05/2009( 7 ) 12/05/2018 Common Stock 6,000 ( 5 ) 6,000 D Options (right to buy) $ 21.945 02/25/2011( 8 ) 02/25/2020 21.945 20,000 ( 6 ) 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wheeler Walter R. 7007 PINEMONT DRIVE HOUSTON, TX77040 Executive Vice President & COO Signatures /s/ Walter R. Wheeler 02/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were issued upon the exercise of options (described in Table II) and then immediately sold. ( 2 )On October 18, 2012, the common stock of Geospace Technologies Corporation (the "Company") split 2-for-1, resulting in the reporting person's direct ownership of 15,965 additional shares of common stock. ( 3 )1505 of the shares that were issued upon the exercise of options were immediately sold, as is presented in Table I. ( 4 )Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II. ( 5 )On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 3,000 additional options for which the strike price was reduced to $8.78. ( 6 )On October 18, 2012, the common stock of the Company split 2-for-1, resulting in the reporting person's ownership of 10,000 additional options for which the strike price was reduced to $21.945. ( 7 )This option is fully vested. ( 8 )This option vests in four equal annual installments beginning February 25, 2011 and will be fully vested on February 25, 2014.

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