0000899243-18-025482.txt : 20180928 0000899243-18-025482.hdr.sgml : 20180928 20180928141830 ACCESSION NUMBER: 0000899243-18-025482 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180926 FILED AS OF DATE: 20180928 DATE AS OF CHANGE: 20180928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hastings Jeff CENTRAL INDEX KEY: 0001580993 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 181093601 MAIL ADDRESS: STREET 1: 3333 8TH STREET SE STREET 2: 3RD FLOOR CITY: CALGARY STATE: A0 ZIP: T2G 3A4 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAExploration Holdings, Inc. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-258-4400 MAIL ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Trio Merger Corp. DATE OF NAME CHANGE: 20110307 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-09-26 0 0001514732 SAExploration Holdings, Inc. SAEX 0001580993 Hastings Jeff 4860 25TH STREET SE CALGARY A0 T2B 3M2 ALBERTA, CANADA 1 1 0 0 Chairman and CEO 6.00% Senior Secured Convertible Notes due 2023 2018-09-26 4 A 0 1000000 A 2018-09-26 2023-09-22 Common Stock 1000000 D The 6.00% Senior Secured Convertible Notes due 2023 (the "Convertible Notes") were issued by SAExploration Holdings, Inc. (the "Company") to the reporting person on September 26, 2018. The reporting person purchased $1,000,000 in principal amount of Convertible Notes. The Convertible Notes are convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at an initial rate of 173.91304 shares of Common Stock per $1,000 principal amount of Convertible Notes. The rate of conversion is subject to adjustments customary for securities of this type. The reporting person may convert at any time from the date of issuance to the close of business on the second business day immediately preceding the maturity date of September 26, 2023; however, conversion of the Convertible Notes is subject to the Company's right to select to settle its conversion obligation in cash or in shares of Common Stock. (continued from footnote 1) Furthermore, the reporting person's conversion of the Convertible Notes is subject to the Company's fulfilment of its covenant in the Note Purchase Agreement, dated as of September 26, 2018, by and among the Company, the guarantors thereto and the purchasers thereto, including the reporting person, whereby the Company must use its commercially reasonable efforts to solicit the written consent of the holders of a majority of the outstanding shares of Common Stock to increase the total number of authorized shares of the Company's Common Stock to permit the conversion in full of the Convertible Notes. /s/ Jeff Hastings 2018-09-28