Statement of Changes in Beneficial Ownership (4)
April 01 2019 - 4:25PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
WHITEBOX ADVISORS LLC
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2. Issuer Name
and
Ticker or Trading Symbol
SAExploration Holdings, Inc.
[
SAEX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3033 EXCELSIOR BOULEVARD, SUITE 300,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/28/2019
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(Street)
MINNEAPOLIS, MN 55416
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/28/2019
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P
(4)
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30030
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A
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$3.33
(5)
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160480
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I
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See Footnote
(1)
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Common Stock
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3/28/2019
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P
(4)
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18976
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A
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$3.33
(5)
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98095
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D
(2)
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Common Stock
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3/28/2019
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P
(4)
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6372
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A
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$3.33
(5)
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31896
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D
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") and Whitebox Credit Partners, LP ("WCP") (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 (the "Exchange Act").
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(2)
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These securities are directly beneficially owned by WMP.
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(3)
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These securities are directly beneficially owned by WCP and this Form 4 represents an exit filing for WCP as it now beneficially owns less than 10% of the outstanding Common Stock.
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(4)
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These securities were acquired pursuant to a stock purchase agreement between SAExploration Holdings, Inc (the "Issuer") and WMP, WCP and a certain other Private Fund dated March 28, 2019 (the "Stock Purchase Agreement") with amounts received in lieu of Jacob Paul Mercer's compensation for his role as a director of the Issuer. The acquisition was approved by the Issuer's board of directors in accordance with Rule 16b-3(d)(1) of the Exchange Act.
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(5)
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Pursuant to the Stock Purchase Agreement, this price represents the closing price of the Common Stock on March 27, 2019 with an additional $0.01 premium.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WHITEBOX ADVISORS LLC
3033 EXCELSIOR BOULEVARD, SUITE 300
MINNEAPOLIS, MN 55416
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X
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WHITEBOX GENERAL PARTNER LLC
3033 EXCELSIOR BOUELVARD, SUITE 300
MINNEAPOLIS, MN 55416
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X
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Whitebox Multi-Strategy Partners LP
ESTERA CORPORATE SERVICES (BVI) LTD.
JAYLA PLACE, WICKHAMS CAY 1, BOX 3190
ROAD TOWN, TORTOLA, D8 VG1110
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X
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Whitebox Credit Partners, L.P.
ESTERA CORPORATE SERVICES (BVI) LTD.
JAYLA PLACE, WICKHAMS CAY 1, BOX 3190
ROAD TOWN, TORTOLA, D8 VG1110
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X
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Signatures
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Whitebox Advisors LLC By: /s/ Mark Strefling, Chief Executive Officer
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4/1/2019
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**
Signature of Reporting Person
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Date
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Whitebox General Partner LLC By: /s/ Mark Strefling, Chief Executive Officer
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4/1/2019
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**
Signature of Reporting Person
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Date
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Whitebox Multi-Strategy Partners LP By: Whitebox General Partner LLC. By: /s/ Mark Strefling, Chief Executive Officer
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4/1/2019
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**
Signature of Reporting Person
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Date
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Whitebox Credit Partners, L.P. By: Whitebox General Partner LLC. By: /s/ Mark Strefling, Chief Executive Officer
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4/1/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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