SEC Form 4 · accession 0001514732-16-000286
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Hastings
Officer — Chairman and CEO · Director
Period of report
Sep 26, 2016
Accepted (ET)
Sep 28, 2016 · 4:41 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 | — | — | — | 830 | D | ||
| Common StockF1 | holding | — | — | — | 24,221 | I | Through dispositive and voting control of CLCH, LLC | |
| Common StockF2 | holding | — | — | — | 142,968 | I | Through dispositive and voting control of Speculative Seismic Investments, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | — | Sep 26, 2016 | A | 88,252 | A | — | Sep 26, 2019 | Common Stock | 88,252 | 88,252 | D |
| Stock Option (Right to Buy)F6,F7,F8 | $10.19 | Sep 26, 2016 | A | 88,252 | A | — | Sep 26, 2026 | Common Stock | 88,252 | 88,252 | D |
Explanation of responses
- F1CLCH, LLC is an Alaska limited liability company controlled by the Reporting Person.
- F2Speculative Seismic Investments, LLC is a Texas limited liability company controlled by the Reporting Person.
- F3The restricted stock units were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2016 Long Term Incentive Plan (the "LTIP") on September 26, 2016.
- F4Each restricted stock unit issued pursuant to the LTIP represents the right to receive, upon the applicable vesting date, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal in value to the value of a share of the Company's Common Stock on the date of transfer.
- F5The restricted stock units will vest as follows: (i) 1/3 on the earliest to occur of certain events as defined in the LTIP; (ii) 1/3 on the second anniversary of the Closing Date, as defined in the LTIP; and (iii) the remaining 1/3 on the third anniversary of the Closing Date, as defined in the LTIP.
- F6The non-qualified stock options were issued pursuant to the Company's LTIP on September 26, 2016.
- F7The Exercise Price of the option is $10.19 per share, which is equal to the VWAP per common share for the 30-day period that ends on the Grant Date, all terms as defined in the LTIP.
- F8The stock option becomes exercisable as follows: (i) 1/3 of the Option on the earliest to occur of certain events as defined in the LTIP, (ii) 1/3 of the Option on the second anniversary of the Closing Date, as defined in the LTIP; and (iii) the remaining 1/3 of the Option on the third anniversary of the Closing Date, as defined in the LTIP.