SEC Form 4 · accession 0000899243-18-021692
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Hastings
Officer — Chairman and CEO · Director
Period of report
Aug 6, 2018
Accepted (ET)
Aug 8, 2018 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001514732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 6, 2018 | M | 1,467,201 | — | A | 1,548,613 | D | |
| Common Stock | Aug 6, 2018 | F | 415,643 | $0.85 | D | 1,132,970 | D | |
| Common StockF3 | holding | — | — | — | 27,000 | I | Through dispositive and voting control of Speculative Seismic Investments, LLC | |
| Common StockF4 | holding | — | — | — | 24,221 | I | Through dispositive and voting control of CLCH, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Aug 6, 2018 | M | 1,467,201 | D | — | — | Common Stock | 1,467,201 | 1,467,201 | D |
Explanation of responses
- F1The Restricted Stock Units ("RSUs") were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2018 Long Term Incentive Plan (the "2018 Plan") on April 9, 2018. Pursuant to the 2018 Plan, the RSUs vest in three tranches as follows: (i) 25% on the 18-month anniversary of the consummation of the Restructuring, or July 29, 2019; (ii) 25% on the second anniversary of the consummation of the Restructuring, or January 29, 2020; and (iii) the remaining 50% on the third anniversary of the consummation of the Restructuring, or January 29, 2021. RSUs convert into share of Common Stock on a one-for-one basis.
- F2The Board of Directors of the Company approved the accelerated vesting of the first two tranches of the RSUs effective July 23, 2018. The RSUs were automatically converted into shares of Common Stock on August 6, 2018.
- F3Speculative Seismic Investments, LLC is a Texas limited liability company controlled by the Reporting Person.
- F4CLCH, LLC is an Alaska limited liability company controlled but eh Reporting Person.