SEC Form 4 · accession 0000905718-18-000706

SAExploration Holdings, Inc. · SAEX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 5) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.0001 per share (the "Common Stock"), 8.0% Cumulative Perpetual Series A Preferred Stock ("Series A Stock"), or currently unnamed warrants to purchase Common Stock with terms identical to those of the Series C Warrants (the "Future Warrants") of SAExploration Holdings, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest in such securities.
• F2BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which was the direct owner of 5,793 shares of Series A Stock which converted into 18,951,598 Future Warrants; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which was the direct owner of 281 shares of Series A Stock which converted into 919,281 Future Warrants; (iii) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which was the direct owner of 214 shares of Series A Stock which converted into 700,093 Future Warrants;
• F3(iv) BlueMountain Summit Trading L.P. ("BMST" and, together with BMCA, BMGP and BMKH, the "Partnerships"), which was the direct owner of 556 shares of Series A Stock which converted into 1,818,934 Future Warrants; (v) BlueMountain Timberline Ltd. ("BMT"), which was the direct owner of 337 shares of Series A Stock which converted into 1,102,483 Future Warrants; and (vi) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships and BMT, the "Funds"), which was the direct owner of 1,292 shares of Series A Stock which converted into 4,226,733 Future Warrants. BMCM, although it directs the voting and disposition of the securities held by the Funds, only receives an asset-based fee relating to the securities held by the Funds.
• F4(i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the securities beneficially owned by it; (ii) BlueMountain Summit Opportunities GP II, LLC ("BMST GP") is the general partner of BMST and has an indirect profits interest in the securities beneficially owned by it; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the securities beneficially owned by it; (iv) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the securities beneficially owned by it; and
• F5(v) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP" and, together with BMCA GP, BMST GP, and BMGP GP, the "General Partners") is the general partner of BMKH and has an indirect profits interest in the securities beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the securities beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the securities beneficially owned by BMM.
• F6The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of ten Reporting Persons per filing.
• F7On July 31, 2018, the Reporting Persons irrevocably elected to receive Future Warrants to purchase shares of Common Stock in connection with a conversion of the Series A Stock. As a result of the election, on September 5, 2018 (the "Conversion Date"), the Issuer will convert all of Reporting Persons' outstanding shares of the Series A Stock into Future Warrants. A portion of the Series A Stock is represented by payments-in-kind that are expected to be received by the Reporting Persons in respect of the Series A Stock between the date hereof and the Conversion Date. Reference is made to the Issuer's Form 8-K, and Exhibits 3.1 and 10.2 attached thereto, filed with the Securities and Exchange Commission on February 1, 2018, which is incorporated herein by reference.
• F8Upon the Conversion Date, each Future Warrant will be immediately exercisable at the option of the holder for one share of Common Stock at a price equal to $0.0001. The Future Warrants will also be exercisable at the option of the Issuer or upon a change of control of the Issuer. At all times a holder of Future Warrants, who is not a beneficial owner of 10% or more of the outstanding Common Stock, may exercise only up to that number of Future Warrants so that, upon exercise, the aggregate beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding (other than in connection with a change of control of the Issuer); provided that a Reporting Person may not exercise the Future Warrants to the extent that it is deemed to be an affiliate of the Issuer.
• F9As of the filing date, the Reporting Persons may be deemed to be affiliates of the Issuer and beneficial owners of more than 10% of the outstanding Common Stock.