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