Amended Statement of Ownership (sc 13g/a)
10 Dezember 2020 - 10:13PM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO
BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
(AMENDMENT NO.
2)*
DAWSON GEOPHYSICAL
COMPANY
(Name of Issuer)
Common Stock, $0.01
par value
(Title of Class
of Securities)
239360100
(CUSIP Number)
November 30, 2020
(Date of Event
Which Requires Filing of This Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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*
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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 the disclosures provided in a prior
cover page.
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The information
required in 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 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).
CUSIP
NO. 239360100
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13G
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Page
2 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS S.S. OR
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Gate
City Capital Management, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [
]
(b) [
]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
522,831
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
1,144,203
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,203
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[
]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.87%
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12
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TYPE
OF REPORTING PERSON
IA
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CUSIP
NO. 239360100
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13G
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Page
3 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS S.S. OR
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Michael
Melby
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [
]
(b) [
]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
522,831
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
1,144,203
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,203
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[
]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.87%
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12
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TYPE
OF REPORTING PERSON
IN
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CUSIP
NO. 239360100
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13G
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Page
4 of 7 Pages
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This Schedule 13G (this
"Schedule 13G") is being filed on behalf of Gate City Capital Management, LLC, an Illinois limited liability
company (the "Management Company") and Michael Melby. Mr. Melby serves as the managing member of the Management
Company. The Management Company serves as an adviser to certain private investment funds and managed accounts (the
"Funds"). This Schedule 13G relates to Common Shares (the "Common Shares") of Dawson Geophysical Company
(the "Issuer") held by the Funds as of December 10, 2020.
Item 1.
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(a)
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Name of Issuer:
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DAWSON GEOPHYSICAL COMPANY
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(b)
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Address of Issuer’s Principal
Executive Offices:
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508 West
Wall, Suite 800, Midland, TX 79701
Item 2.
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(a)
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Name of Person Filing:
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Gate City Capital Management,
LLC
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(b)
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Address of Principal Business
Office or, if None, Residence:
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425 S. Financial Place, Suite
910A, Chicago, IL 60605
United States
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(d)
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Title of Class of Securities:
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Common Stock
239360100
Item 3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ x ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act;
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(j)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP
NO. 239360100
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13G
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Page
5 of 7 Pages
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1.
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Gate
City Capital Management, LLC
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(a)
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Amount beneficially owned:
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1,144,203
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(b)
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Percent of class:
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4.87%
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(c)
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Number of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the
vote:
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522,831
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition
of:
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1,144,203
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(iv)
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Shared power to dispose or to direct the disposition
of:
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0
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(a)
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Amount beneficially owned:
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1,144,203
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(b)
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Percent of class:
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4.87%
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(c)
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Number of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the
vote:
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522,831
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition
of:
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1,144,203
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(iv)
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Shared power to dispose or to direct the disposition
of:
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0
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Item 5.
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Ownership of Five Percent or Less
of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ X]
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification
of Members of the Group.
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Not applicable
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Item 9.
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Notice
of Dissolution of Group.
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Not applicable
CUSIP
NO. 239360100
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13G
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Page
6 of 7 Pages
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
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.
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Gate City Capital Management, LLC
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By:
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Name:
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Michael Melby
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Title:
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Managing Member
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By:
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Name:
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Michael Melby
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Date:
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December 10, 2020
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CUSIP
NO. 239360100
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13G
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Page
7 of 7 Pages
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JOINT FILING
AGREEMENT
In accordance with the requirements of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set
forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this
joint filing agreement as of the date set forth below.
Date:
December 10, 2020
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Gate City Capital Management, LLC
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By:
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Name:
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Michael Melby
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Title:
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Managing Member
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By:
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Name:
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Michael Melby
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Date:
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December 10, 2020
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