SEC Form 4 · accession 0001514732-15-000068
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian A Beatty
Officer — CEO and President · Director · 10% Owner
Period of report
Jun 29, 2015
Accepted (ET)
Jul 1, 2015 · 4:43 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 Stock | holding | — | — | — | 510,000 | D | ||
| Common StockF1 | holding | — | — | — | 1,196,846 | I | Through dispositive and voting control of Seismic Management Holdings, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F5,F3,F4 | — | Jun 29, 2015 | A | 37,698 | A | — | Jun 29, 2017 | Common Stock | 37,698 | 37,698 | D |
| Stock Option (Right to Buy)F6,F8,F7 | $4.12 | Jun 29, 2015 | A | 77,327 | A | — | Jun 29, 2025 | Common Stock | 77,327 | 77,327 | D |
Explanation of responses
- F1Seismic Management Holdings, Inc. ("Seismic Holdings") is a corporation formed under the laws of the Province of Alberta, Canada, and is wholly owned by Seismic Management, LLP, which is an Alaska limited liability partnership controlled by the Reporting Person and his wife, Sheri L. Beatty. The acquisition of the shares held by Seismic Holdings was previously reported on June 24, 2013 following the Issuer's merger.
- F2The restricted stock units were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2013 Long Term Incentive Plan (the "Plan") on June 29, 2015.
- F3Each restricted stock unit represents the right to receive, upon vesting, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal to the value of a share of the Company's Common Stock on the date of transfer.
- F4The restricted stock units will vest 1/3 on the date which is 90 days after the issuance and 1/3 each on the first and second anniversaries of the grant.
- F5The number of shares of restricted stock units issued was determined based on $4.12 per share, which is the greater of $4.12 and the $3.40 closing price of the Company's common stock on June 29, 2015.
- F6The stock options were issued pursuant to the Company's Plan on June 29, 2015.
- F7The stock option becomes exercisable as follows: (i) 1/3 of the Option becomes exercisable after 90 days of continuous "Service" (as defined in the Plan) from the date of the grant; (ii) 1/3 of the Option becomes exercisable after 12 months of continuous Service from the Date of Grant; and (iii) the remaining 1/3 of the Option becomes exercisable after 24 months of continuous Service from the date of thegrant.
- F8The exercise price of the option is $4.12 per share, which is the greater of $4.12 and the $3.40 closing price of the Company's common stock on June 29, 2015.