SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SAExploration Holdings, Inc. [ SAEX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Mandatorily Convertible Series B Preferred Stock | (3) | 03/08/2018 | C | 229,913 | (3) | (3) | Common Stock | (3) | (3) | 0 | I | See Footnote(1) | |||
| Series D Warrants | (3) | 03/08/2018 | C | 4,997,800 | (3) | (3) | Common Stock | (3) | (3) | 4,997,800 | I | See Footnote(1) | |||
| Mandatorily Convertible Series B Preferred Stock | (3) | 03/08/2018 | C | 137,084 | (3) | (3) | Common Stock | (3) | (3) | 0 | D(2) | ||||
| Series D Warrants | (3) | 03/08/2018 | C | 2,979,904 | (3) | (3) | Common Stock | (3) | (3) | 2,979,904 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Each of the Private Funds, Whitebox Advisors LLC and Whitebox General Partner LLC disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| 2. These securities are directly beneficially owned by WMP. |
| 3. The derivative securities were acquired in connection with a mandatory conversion by the Issuer of the Mandatorily Convertible Series B Preferred Stock, par value $0.0001 ("Series B Preferred Stock") into shares of common stock and/or series D warrants of the Issuer (the "Series D Warrants"), upon which each holder of Series B Preferred Stock received, for each share of Series B Preferred Stock being converted, a number of shares of common stock and/or a number of Series D Warrants, in aggregate equal to the applicable conversion rate (with shares of common stock or Series D Warrants rounded down in lieu of any fractional shares or warrants, as applicable). The Private Funds, as holders thereof, elected to receive solely Series D Warrants. Reference is made to the Issuer's 8-K and Exhibit 3.2 attached thereto filed on February 1, 2018, which is incorporated by reference. |
| WHITEBOX ADVISORS LLC By: /s/ Elissa Weddle, Chief Legal Officer | 03/09/2018 | |
| Whitebox General Partner LLC By: /s/ Elissa Weddle, Chief Legal Officer | 03/09/2018 | |
| WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/ Elissa Weddle, Whitebox Advisors LLC, Chief Legal Officer | 03/09/2018 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||