SEC Form 4 · accession 0000919574-18-002344
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WHITEBOX ADVISORS LLC
10% Owner
Whitebox Multi-Strategy Partners LP
10% Owner
WHITEBOX GENERAL PARTNER LLC
10% Owner
Period of report
Mar 8, 2018
Accepted (ET)
Mar 9, 2018 · 4:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001514732
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mandatorily Convertible Series B Preferred StockF3,F1 | — | Mar 8, 2018 | C | 229,913 | D | — | — | Common Stock | — | 0 | I |
| Series D WarrantsF3,F1 | — | Mar 8, 2018 | C | 4,997,800 | A | — | — | Common Stock | — | 4,997,800 | I |
| Mandatorily Convertible Series B Preferred StockF3,F2 | — | Mar 8, 2018 | C | 137,084 | D | — | — | Common Stock | — | 0 | D |
| Series D WarrantsF3,F2 | — | Mar 8, 2018 | C | 2,979,904 | A | — | — | Common Stock | — | 2,979,904 | D |
Explanation of responses
- F1These 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.
- F2These securities are directly beneficially owned by WMP.
- F3The 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.