Small Company Offering and Sale of Securities Without Registration (d)

x NoneEntity Type

0001403840

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

TGS-NOPEC Geophysical Co ASA

Jurisdiction of Incorporation/OrganizationNORWAY

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
TGS-NOPEC Geophysical Co ASA

Street Address 1		Street Address 2
LENSMANNSLIA 4

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
ASKER	NORWAY	N-1386	47-66-76-99-00

3. Related Persons

Last Name	First Name	Middle Name
Johansen	Kristian

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Zuzic	Dean

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Schoolmeesters	Jan

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Akentieva	Katja

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Amundsen	Fredrik

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Ashby	William

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Eng	Rune

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Herwanger	Tanya

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Pool	Tana

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Hamilton III	Henry	H.

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Agerup	Wenche

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Egset	Irene

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Finlayson	Christopher

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Leonard	Mark

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Lonnum	Tor Magne

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Messer	Vicki

Street Address 1	Street Address 2
10451 Clay Road

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77041

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Sanness	Torstein

Street Address 1	Street Address 2
Lensmannslia 4

City	State/Province/Country	ZIP/Postal Code
Asker	NORWAY	N-1386

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	x	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2019-12-20

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	o	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	x	Other (describe)
			Common shares issuable upon vesting of restricted or performance share units granted under shareholder-approved long-term incentive plans

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None

(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None

Street Address 1			Street Address 2

City	State/Province/Country	ZIP/Postal Code

State(s) of Solicitation	o	All States

13. Offering and Sales Amounts

Total Offering Amount	$ 5562186 USD	o Indefinite
Total Amount Sold	$ 5562186 USD
Total Remaining to be Sold	$ 0 USD	o Indefinite

Clarification of Response (if Necessary)

Represents grant date value of common shares issuable upon the vesting of restricted or performance share units granted under shareholder-approved long-term incentive plans.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	0

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 0 USD	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD

TGS Nopec Geophysica (PK) (USOTC:TGSNF)
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