SEC Form 4 · accession 0001514732-16-000228

SAExploration Holdings, Inc. · SAEX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Darin Silvernagle

Officer — EVP - Marine

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
Common Stock^F1,F2	Jul 22, 2016	M	2,892	—	A	39,109	D
Common Stock^F3	Jul 22, 2016	F	926	$0.20	D	38,183	D
Common Stock^F1,F4	Jul 22, 2016	M	848	$0.196	A	39,031	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F5	—	Jul 22, 2016	M	2,892	D	—	Jun 29, 2017	Common Stock	2,892	0	D
Stock Option (Right to Buy)^F5	$4.12	Jul 22, 2016	M	17,798	D	—	Jun 29, 2025	Common Stock	848	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.
F5Pursuant 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).