Edgar Filing: SEITEL INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAMIN PETER H

2. Issuer Name and Ticker or Trading Symbol
SEITEL INC [SELA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

265 FRANKLIN STREET, 16TH FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2007

(Street)

BOSTON, MA 02110

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01	02/14/2007		J⁽¹⁾		51,201,346	D	$ 0	0	I	See Footnote ⁽⁴⁾
Common Stock, par value $.01	02/14/2007		J⁽²⁾		20,833	D	$ 0	0	D ⁽⁵⁾
Common Stock, par value $.01	02/14/2007		J⁽²⁾		20,833	D	$ 0	0	I	See Footnote ⁽⁵⁾
Common Stock, par value $.01	02/14/2007		J⁽²⁾		25,000	D	$ 0	0	D ⁽⁵⁾
Common Stock, par value $.01	02/14/2007		J⁽²⁾		25,000	D	$ 0	0	I	See Footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Purchase Warrants

⁽⁶⁾

02/14/2007

J⁽³⁾

15,037,568

⁽⁶⁾

Common Stock, par value $.01

15,037,568

$ 0

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAMIN PETER H 265 FRANKLIN STREET, 16TH FLOOR BOSTON, MA 02110	X	X
VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO, CA 94133		X
ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133		X
ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133		X
UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO, CA 94133		X

Signatures

Peter H. Kamin		02/16/2007
^**Signature of Reporting Person		Date
VA PARTNERS, L.L.C., By:/s/ George F. Hamel. Jr., Managing Member		02/16/2007
^**Signature of Reporting Person		Date
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS, L.L.C., its General Partner, By:/s/ George F. Hamel. Jr., Managing Member		02/16/2007
^**Signature of Reporting Person		Date
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Managing Member		02/16/2007
^**Signature of Reporting Person		Date
VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Managing Member		02/16/2007
^**Signature of Reporting Person		Date
/s/ Jeffrey W. Ubben		02/16/2007
^**Signature of Reporting Person		Date
/s/ George F. Hamel, Jr.		02/16/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Upon the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of October 31, 2006 (the "Merger Agreement"), among the Issuer, Seitel Acquisition Corp. and Seitel Holdings, LLC (now known as Seitel Holdings, Inc.) (the "Parent"), and pursuant to the terms of the Merger Agreement, each share of common stock of Seitel, Inc. that was owned by ValueAct Capital Master Fund, L.P. and Parent immediately prior to the effective time of the merger was no longer outstanding and was automatically cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor.
(2)	These shares of common stock of the Issuer held by Messrs. Kamin and Spivy were regarded by Messrs. Kamin and Spivy as shares of ValueAct Capital and its affiliates, and Messrs. Kamin and Spivy, ValueAct Capital and Parent elected to treat them as shares of ValueAct Capital and Parent under the Merger Agreement, and as a result such shares were cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor.
(3)	Pursuant to the terms of the Merger Agreement, upon the consummation of the merger and pursuant to the terms of the Merger Agreement, the warrant to purchase 15,037,568 shares of the Issuer that was owned by ValueAct Capital Master Fund, L.P. ceased to be outstanding and was automatically cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor.
(4)	The reported stock and common stock purchase warrants are owned directly by ValueAct Capital Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Seitel, Inc. and Managing Member of VA Partners, L.L.C. and ValueAct Capital Management, LLC. Jeffrey W. Ubben and George F. Hamel, Jr. are Managing Members of VA Partners, L.L.C. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein.
(5)	Under an agreement with ValueAct Capital Master Fund, L.P., each of Peter H. Kamin and Gregory P. Spivy is deemed to hold the restricted stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Management, L.P. as the manager of of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Seitel, Inc. and Managing Member of VA Partners, LLC and ValueAct Capital Management, L.P. Jeffrey W. Ubben and George F. Hamel, Jr. are Managing Members of VA Partners, LLC. and ValueAct Capital Management, LLC. Gregory P. Spivy is a director of Seitel, Inc. and Non-Managing Member of VA Partners, LLC. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein.
(6)	Not a required reportable field.
Remarks: Joint Filer Information: Name: ValueAct Capital Master Fund, L.P., Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007

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