SEC Form 4 · accession 0000919574-18-004963
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
Jul 25, 2018
Accepted (ET)
Jul 27, 2018 · 6:47 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.0% Cumulative Perpetual Series A Preferred StockF3,F4,F1 | — | Jul 25, 2018 | C | 8,936 | D | — | — | Common Stock | — | 0 | I |
| Future WarrantsF3,F4,F1 | — | Jul 25, 2018 | C | 29,233,812 | A | — | — | Common Stock | — | 29,233,812 | I |
| 8.0% Cumulative Perpetual Series A Preferred StockF3,F4,F2 | — | Jul 25, 2018 | C | 5,327 | D | — | — | Common Stock | — | 0 | D |
| Future WarrantsF3,F4,F2 | — | Jul 25, 2018 | C | 17,427,095 | A | — | — | Common Stock | — | 17,427,095 | 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 Reporting Persons obtained beneficial ownership of the derivative securities in connection with a conversion by the Issuer of 8.0% Cumulative Perpetual Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), with the consent of holders of 77.3% of the outstanding shares of the Series A Preferred Stock, into shares of common stock and/or currently unnamed warrants of the Issuer with terms identical to those of Series C Warrants (the "Future Warrants"), upon which each holder of Series A Preferred Stock will receive, for each share of Series A Preferred Stock being converted, on the conversion date, a number of shares of common stock and/or a number of Future Warrants, in aggregate equal to the applicable conversion rate (with shares of common stock or Future Warrants rounded down in lieu of any fractional shares or warrants, as applicable).
- F4[Continued from Footnote 3] A portion of the Series A Preferred Stock are represented by payments-in-kind that are expected to be received by the Reporting Persons under the Certificate of Designations of 8.0% Cumulative Perpetual Series A Preferred Stock between the date hereof and the conversion date. The Private Funds, as holders thereof, elected to receive solely Future Warrants. Reference is made to the Issuer's 8-K and Exhibits 3.1 and 10.2 attached thereto filed on February 1, 2018, which is incorporated by reference.