SAExploration
SAExploration Holdings, Inc. (Form: 4/A, Received: 02/06/2018 13:58:54)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WHITEBOX ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol

SAExploration Holdings, Inc. [ SAEX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300, 
3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2018
(Street)

MINNEAPOLIS, MN 55416
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/1/2018 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8.0% Cumulative Perpetual Series A Preferred Stock     (3) 1/29/2018     J      8514       1/29/2018     (3) Common Stock     (3)   (3) 8514   I   See Footnote   (1) (3)
Mandatorily Convertible Series B Preferred Stock     (3) 1/29/2018     J      229913         (3)   (3) Common Stock     (3)   (3) 229913   I   See Footnote   (1) (3)
Series C Warrants     (3) 1/29/2018     J      2446026       1/29/2018     (3) Common Stock     (3)   (3) 2446026   I   See Footnote   (1) (3)
8.0% Cumulative Perpetual Series A Preferred Stock     (3) 1/29/2018     J      5077       1/29/2018     (3) Common Stock     (3)   (3) 5077   D   (2)  
Mandatorily Convertible Series B Preferred Stock     (3) 1/29/2018     J      137084         (3)   (3) Common Stock     (3)   (3) 137084   D   (2)  
Series C Warrants     (3) 1/29/2018     J      1458434       1/29/2018     (3) Common Stock     (3)   (3) 1458434   D   (2)  

Explanation of Responses:
(1)  These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Each of the Private Funds, Whitebox Advisors LLC and Whitebox General Partner LLC disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
(2)  These securities are directly beneficially owned by WMP.
(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. Reference is made to the Issuer's 8-K and the attachments thereto filed on February 1, 2018.

Remarks:
The original Form 4 filed by the Reporting Persons with the Securities and Exchange Commission on February 1, 2018 (the "Original Form 4") incorrectly checked the box to constitute an exit filing. This Form 4 amends and restates the Original Form 4 in its entirety.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITEBOX ADVISORS LLC
3033 EXCELSIOR BOULEVARD, SUITE 300
MINNEAPOLIS, MN 55416

X

WHITEBOX GENERAL PARTNER LLC
3033 EXCELSIOR BOULEVARD, SUITE 300
MINNEAPOLIS, MN 55416

X

Whitebox Multi-Strategy Partners LP
ESTERA CORPORATE SERVICES (BVI) LTD.
JAYLA PL, WICKHAMS CAY 1 BX 3190 RD TOWN
TORTOLA, BVI VG1110

X


Signatures
WHITEBOX ADVISORS LLC By: /s/ Elissa Weddle, Chief Legal Officer 2/6/2018
** Signature of Reporting Person Date

Whitebox General Partner LLC By: /s/ Elissa Weddle, Chief Legal Officer 2/6/2018
** Signature of Reporting Person Date

WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/ Elissa Weddle, Chief Legal Officer 2/6/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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