SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
WHITEBOX ASYMMETRIC PARTNERS LP

(Last) (First) (Middle)
MOURANT OZANNES CORP SERVICES (CYMN) LTD
94 SOLARIS AVENUE

(Street)
CAMANA BAY, GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/06/2018
3. Issuer Name and Ticker or Trading Symbol
SAExploration Holdings, Inc. [ SAEX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 374,851 D(1)
Common Stock 510,491 D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Warrants (3) (3) Common Stock 360,592 (3) D(1)
Series D Warrants (4) (4) Common Stock 736,780 (4) D(1)
Series E Warrants (5) (5) Common Stock 4,311,791 (5) D(1)
Series C Warrants (3) (3) Common Stock 491,070 (3) D(2)
Series D Warrants (4) (4) Common Stock 1,003,373 (4) D(2)
Series E Warrants (5) (5) Common Stock 5,869,008 (5) D(2)
1. Name and Address of Reporting Person*
WHITEBOX ASYMMETRIC PARTNERS LP

(Last) (First) (Middle)
MOURANT OZANNES CORP SERVICES (CYMN) LTD
94 SOLARIS AVENUE

(Street)
CAMANA BAY, GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Whitebox Credit Partners, L.P.

(Last) (First) (Middle)
ESTERA CORPORATE SERVICES (BVI) LIMITED
JAYLA PLACE, WICKHAMS CAY 1, BOX 3190

(Street)
ROAD TOWN, TORTOLA D8 VG1110

(City) (State) (Zip)
Explanation of Responses:
1. These securities are directly owned by Whitebox Asymmetric Partners, LP ("WAP"). WAP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity.
2. These securities are directly owned by Whitebox Credit Partners, LP ("WCP"). WCP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity.
3. The derivative securities were acquired pursuant to the exchange offer (the "Exchange Offer") and consent solicitation related to the Issuer's 10.000% Senior Secured Second Lien Notes due 2019 and the Issuer's 10.000% Senior Secured Notes due 2019. Pursuant to the warrant agreement, each Series C Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series C Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.2 attached thereto filed on February 1, 2018, which is incorporated by reference.
4. The derivative securities were acquired in connection with a mandatory conversion by the Issuer of the Mandatorily Convertible Series B Preferred Stock, par value $0.0001 ("Series B Preferred Stock"), into shares of common stock and/or series D warrants of the Issuer (the "Series D Warrants"). WAP and WCP, as holders thereof, elected to receive solely Series D Warrants. Pursuant to the Warrant Agreement, each Series D Warrant gives the holder thereof the right to purchase one share of Common Stock, subject to certain exceptions. The Series D Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.1 attached thereto filed on March 8, 2018, which is incorporated by reference.
5. The derivative securities were acquired in connection with a conversion by the Issuer of 8.0% Cumulative Perpetual Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") into shares of common stock and/or series E warrants of the Issuer (the "Series E Warrants"). WAP and WCP, as holders thereof, elected to receive solely Series E Warrants. Pursuant to the warrant agreement, each Series E Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series E Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 4.1 attached thereto filed on September 11, 2018, which is incorporated by reference.
Whitebox Asymmetric Partners, LP, By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Mark Strefling, Chief Executive Officer 09/17/2018
WHITEBOX CREDIT PARTNERS, LP By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Mark Strefling, Chief Executive Officer 09/17/2018
** Signature of Reporting Person Date
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