SEC Form 3 · accession 0000919574-18-006216
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 6, 2018
Accepted (ET)
Sep 17, 2018 · 4:49 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 | holding | — | — | — | 374,851 | D | ||
| Common StockF2 | holding | — | — | — | 510,491 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C WarrantsF1,F3 | — | holding | — | — | — | — | — | Common Stock | 360,592 | — | D |
| Series D WarrantsF1,F4 | — | holding | — | — | — | — | — | Common Stock | 736,780 | — | D |
| Series E WarrantsF1,F5 | — | holding | — | — | — | — | — | Common Stock | 4,311,791 | — | D |
| Series C WarrantsF2,F3 | — | holding | — | — | — | — | — | Common Stock | 491,070 | — | D |
| Series D WarrantsF2,F4 | — | holding | — | — | — | — | — | Common Stock | 1,003,373 | — | D |
| Series E WarrantsF2,F5 | — | holding | — | — | — | — | — | Common Stock | 5,869,008 | — | D |
Explanation of responses
- F1These securities are directly owned by Whitebox Asymmetric Partners, LP ("WAP"). WAP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity.
- F2These securities are directly owned by Whitebox Credit Partners, LP ("WCP"). WCP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity.
- F3The derivative securities were acquired pursuant to the exchange offer (the "Exchange Offer") and consent solicitation related to the Issuer's 10.000% Senior Secured Second Lien Notes due 2019 and the Issuer's 10.000% Senior Secured Notes due 2019. Pursuant to the warrant agreement, each Series C Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series C Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.2 attached thereto filed on February 1, 2018, which is incorporated by reference.
- F4The 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"). WAP and WCP, as holders thereof, elected to receive solely Series D Warrants. Pursuant to the Warrant Agreement, each Series D Warrant gives the holder thereof the right to purchase one share of Common Stock, subject to certain exceptions. The Series D Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.1 attached thereto filed on March 8, 2018, which is incorporated by reference.
- F5The derivative securities were acquired 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") into shares of common stock and/or series E warrants of the Issuer (the "Series E Warrants"). WAP and WCP, as holders thereof, elected to receive solely Series E Warrants. Pursuant to the warrant agreement, each Series E Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series E Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 4.1 attached thereto filed on September 11, 2018, which is incorporated by reference.