SEC Form 4 · accession 0001514732-17-000067
SAExploration Holdings, Inc. · SAEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mike Scott
Officer — Sr. VP
Period of report
Jul 27, 2017
Accepted (ET)
Aug 1, 2017 · 8:57 am 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 27, 2017 | M | 11,248 | $0.00 | A | 11,630 | D | |
| Common StockF3 | Jul 27, 2017 | F | 5,400 | $2.98 | D | 6,230 | D | |
| Common StockF5 | Jul 27, 2017 | J | 14,000 | $0.00 | A | 14,000 | 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 UnitsF1,F6 | — | Jul 27, 2017 | M | 11,248 | D | — | — | Common Stock | 11,248 | 22,495 | D |
| Stock Option (Right to Buy)F7,F8,F9 | $10.19 | holding | — | — | — | — | Sep 26, 2026 | Common Stock | 33,473 | 33,473 | D |
Explanation of responses
- F1The restricted stock units were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2016 Long Term Incentive Plan on September 26, 2016. The 2016 Long Term Incentive Plan was amended and restated effective as of May 30, 2017 (as amended, the "LTIP"). Each 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. The Reporting Person elected to receive shares of Common Stock of the Company in lieu of an amount of cash equal to the value of such Common Stock of the Company.
- F2Amount includes (a) 382 shares previously owned by Reporting Person, and (b) 5,400 shares to be withheld to cover tax obligations incident to the vesting of the Common Stock.
- F3Amount includes 382 shares previously owned by Reporting Person.
- F4Distribution from Speculative Seismic Investments, LLC, of which the Reporting Person is a non-managing member.
- F5The aggregate amount of securities beneficially owned by Reporting Person is the amount in Note 3 plus the amount in this Note 5.
- F6The 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.
- F7The non-qualified stock options were issued pursuant to the Company's LTIP on September 26, 2016.
- F8The 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 Company's LTIP.
- F9The 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.