Sec Form 4 Filing - LAPEYRE JAMES M JR @ ION GEOPHYSICAL CORP - 2021-04-20

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 LAPEYRE JAMES M JR 2. Issuer Name and Ticker or Trading Symbol ION GEOPHYSICAL CORP [ IO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2021 (Street) HOUSTON, TX77042-2855 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 04/20/2021 P 107,859 ( 1 ) A $ 0 528,132 D Common Stock 979,816 I Shares held by Laitram, LLC Common Stock 42,850 I Joint account with adult child (J) Common Stock 42,850 I Joint account with adult child (K) Common Stock 43,702 I Joint account with adult child (S)

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 Rights Offering (Rights to Buy) ( 2 ) $ 2.78 04/20/2021 M 650,000 03/23/2021 04/12/2021 Common Stock 602,333 $ 0 0 D 8% Convertible Notes Due 2025 $ 3 04/20/2021 P 04/20/2021 12/15/2025 Common Stock 602,333 $ 1,807,000 $ 1,807,000 D Rights Offering (Rights to Buy) ( 2 ) $ 2.78 04/20/2021 M 1,019,065 03/23/2021 04/12/2021 Common Stock 944,333 $ 0 0 I Held by Laitram, LLC 8% Convertible Notes Due 2025 $ 3 04/20/2021 P 04/20/2021 12/15/2025 Common Stock 944,333 $ 2,833,000 $ 2,833,000 I Held by Laitram, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAPEYRE JAMES M JR 2105 CITYWEST BOULEVARD SUITE 100 HOUSTON, TX77042-2855 X Signatures /s/ Rebecca F. Sacco, attorney-in-fact 04/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were received as a Backstop Commitment Fee to the Reporting Person who served as a backstop party in the Issuer's Rights Offering that closed Tuesday, April 20. ( 2 )These were subscription rights acquired in the Issuer's Rights Offering which commenced on March 23, 2021, which rights the Reporting Person exercised to purchase a principal amount of ION's 8.00% Senior Secured Second Priority Convertible Notes due 2025. Issuer issued one non-transferable subscription right for each share of Common Stock held on the March 22, 2021 record date and each subscription entitled the holder to purchase $2.78 principal amount of Issuer's Notes. ( 3 )These are Issuer's 8.00% Senior Secured Second Priority Convertible Notes due 2025 that were acquired by the Reporting Person as a result of the exercise of subscription rights which were issued to him in the Issuer's Rights Offering.

Remarks: The Reporting Person disclaims beneficial ownership of all securities shown as indirectly owned by him.

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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