0001514732-15-000068.txt : 20150701 0001514732-15-000068.hdr.sgml : 20150701 20150701164335 ACCESSION NUMBER: 0001514732-15-000068 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150629 FILED AS OF DATE: 20150701 DATE AS OF CHANGE: 20150701 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beatty Brian A CENTRAL INDEX KEY: 0001581400 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 15965690 MAIL ADDRESS: STREET 1: 3333 8TH STREET SE, 3RD FLOOR CITY: CALGARY STATE: A0 ZIP: T2G 3A4 4 1 wf-form4_143578340518286.xml FORM 4 X0306 4 2015-06-29 0 0001514732 SAExploration Holdings, Inc. SAEX 0001581400 Beatty Brian A 3333 8TH STREET SE, 3RD FLOOR CALGARY A0 T2G 3A4 ALBERTA, CANADA 1 1 1 0 CEO and President Common Stock 510000 D Common Stock 1196846 I Through dispositive and voting control of Seismic Management Holdings, Inc. Restricted Stock Units 2015-06-29 4 A 0 37698 0 A 2017-06-29 Common Stock 37698.0 37698 D Stock Option (Right to Buy) 4.12 2015-06-29 4 A 0 77327 4.12 A 2025-06-29 Common Stock 77327.0 77327 D Seismic Management Holdings, Inc. ("Seismic Holdings") is a corporation formed under the laws of the Province of Alberta, Canada, and is wholly owned by Seismic Management, LLP, which is an Alaska limited liability partnership controlled by the Reporting Person and his wife, Sheri L. Beatty. The acquisition of the shares held by Seismic Holdings was previously reported on June 24, 2013 following the Issuer's merger. The restricted stock units were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2013 Long Term Incentive Plan (the "Plan") on June 29, 2015. Each restricted stock unit represents the right to receive, upon vesting, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal to the value of a share of the Company's Common Stock on the date of transfer. The restricted stock units will vest 1/3 on the date which is 90 days after the issuance and 1/3 each on the first and second anniversaries of the grant. The number of shares of restricted stock units issued was determined based on $4.12 per share, which is the greater of $4.12 and the $3.40 closing price of the Company's common stock on June 29, 2015. The stock options were issued pursuant to the Company's Plan on June 29, 2015. The stock option becomes exercisable as follows: (i) 1/3 of the Option becomes exercisable after 90 days of continuous "Service" (as defined in the Plan) from the date of the grant; (ii) 1/3 of the Option becomes exercisable after 12 months of continuous Service from the Date of Grant; and (iii) the remaining 1/3 of the Option becomes exercisable after 24 months of continuous Service from the date of thegrant. The exercise price of the option is $4.12 per share, which is the greater of $4.12 and the $3.40 closing price of the Company's common stock on June 29, 2015. /s/ Brian A. Beatty 2015-07-01