SEC Form 4 · accession 0001514732-16-000227
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
Jul 22, 2016
Accepted (ET)
Jul 26, 2016 · 5:37 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,F2 | Jul 22, 2016 | M | 12,566 | — | A | 27,896 | D | |
| Common StockF3 | Jul 22, 2016 | F | 4,901 | $0.20 | D | 22,995 | D | |
| Common StockF1,F4 | Jul 22, 2016 | M | 3,685 | $0.196 | A | 26,680 | 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 UnitsF2,F6 | — | Jul 22, 2016 | M | 12,566 | D | — | Jun 29, 2017 | Common Stock | 12,566 | 0 | D |
| Stock Option (Right to Buy)F6 | $4.12 | Jul 22, 2016 | M | 77,327 | D | — | Jun 29, 2025 | Common Stock | 3,685 | 0 | D |
Explanation of responses
- F1The shares were issued pursuant to the SAExploration Holdings, Inc. 2013 Long-Term Incentive Plan (the "Plan") on July 22, 2016. Pursuant to the terms of the Restructuring Support Agreement, dated as of June 13, 2016, among SAExploration Holdings, Inc., the members of management identified therein and the supporting holders identified therein, all issued equity compensation shall vest and convert into common shares immediately prior to the Closing Date and be treated as existing equity subject to dilution pursuant to the Term Sheet (all terms as defined therein).
- F2Each 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 accelerated vesting date.
- F3Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units. No shares were sold.
- F4Market price at end of market on the exercise 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.
- F6Pursuant to the terms of the Restructuring Support Agreement, dated as of June 13, 2016, among SAExploration Holdings, Inc., the members of management identified therein and the supporting holders identified therein, all issued equity compensation shall vest and convert into common shares immediately prior to the Closing Date and be treated as existing equity subject to dilution pursuant to the Term Sheet (all terms as defined therein).