SEC Form 4 · accession 0001514732-16-000180
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Brian A Beatty
Officer — CEO and President · Director · 10% Owner
Period of report
Jun 28, 2016
Accepted (ET)
Jun 30, 2016 · 4:24 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 | Jun 28, 2016 | S | 510,000 | $0.17 | D | 30,066 | D | |
| Common StockF2 | Jun 28, 2016 | S | 17,500 | $0.20 | D | 12,566 | D | |
| Common StockF3,F4 | Jun 29, 2016 | M | 12,566 | — | A | 25,132 | D | |
| Common StockF5 | 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 UnitsF4,F6 | — | Jun 29, 2016 | M | 12,566 | D | — | Jun 29, 2017 | Common Stock | 12,566 | 12,566 | D |
| Stock Option (Right to Buy)F7 | $4.12 | holding | — | — | — | — | Jun 29, 2025 | Common Stock | 77,327 | 77,327 | D |
Explanation of responses
- F1This transaction was executed in multiple trades on June 28, 2016 at prices ranging from $0.12 to 0.21. The price reported reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of securities purchased at each separate price.
- F2This transaction was executed in multiple trades on June 28, 2016 at prices ranging from $0.20 to 0.21. The price reported reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of securities purchased at each separate price.
- F3The shares were issued pursuant to the SAExploration Holdings, Inc. 2013 Long-Term Incentive Plan (the "Plan") on June 29, 2016.
- F4Each restricted stock unit issued pursuant to the Plan 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. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
- F5Seismic 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.
- F6The 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.
- 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 the grant.