0001514732-17-000065.txt : 20170801
0001514732-17-000065.hdr.sgml : 20170801
20170801085447
ACCESSION NUMBER: 0001514732-17-000065
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170727
FILED AS OF DATE: 20170801
DATE AS OF CHANGE: 20170801
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: 17995137
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
wf-form4_150159207429494.xml
FORM 4
X0306
4
2017-07-27
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
Common Stock
2017-07-27
4
M
0
29418
0
A
30248
D
Common Stock
2017-07-27
4
F
0
8046
2.98
D
22202
D
Common Stock
2017-07-27
4
J
0
82156
0
D
27000
I
Through dispositive and voting control of Speculative Seismic Investments, LLC
Common Stock
24221
I
Through dispositive and voting control of CLCH, LLC
Restricted Stock Units
2017-07-27
4
M
0
29418
0
D
Common Stock
29418.0
58834
D
Stock Option (Right to Buy)
10.19
2026-09-26
Common Stock
88252.0
88252
D
The restricted stock units were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2016 Long Term Incentive Plan on September 26, 2016. The 2016 Long Term Incentive Plan was amended and restated effective as of May 30, 2017 (as amended, the "LTIP"). Each restricted stock unit issued pursuant to the LTIP represents the right to receive, upon the applicable vesting date, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal in value to the value of a share of the Company's Common Stock on the date of transfer. The Reporting Person elected to receive shares of Common Stock of the Company in lieu of an amount of cash equal to the value of such Common Stock of the Company.
Amount includes (a) 830 shares previously directly owned by Reporting Person, and (b) 8,046 shares to be withheld to cover tax obligations incident to the vesting of the Common Stock.
Amount includes 830 shares previously directly owned by Reporting Person. The aggregate amount of securities beneficially owned by the Reporting Person is the amount in this Note 3 plus the amounts indirectly owned through Speculative Seismic Investments, LLC and CLCH, LLC as set forth in Notes 4 and 5, respectively, below.
Distribution by Speculative Seismic Investments, LLC, a Texas limited liability company controlled by the Reporting Member, to its non-managing members.
Speculative Seismic Investments, LLC is a Texas limited liability company controlled by the Reporting Member.
CLCH, LLC is an Alaska limited liability company controlled by the Reporting Member.
The restricted stock units will vest as follows: (i) 1/3 on the earliest to occur of certain events as defined in the LTIP; (ii) 1/3 on the second anniversary of the Closing Date, as defined in the LTIP; and (iii) the remaining 1/3 on the third anniversary of the Closing Date, as defined in the LTIP.
The non-qualified stock options were issued pursuant to the Company's LTIP on September 26, 2016.
The Exercise Price of the option is $10.19 per share, which is equal to the VWAP per common share for the 30-day period that ends on the Grant Date, all terms as defined in the Company's LTIP.
The stock option becomes exercisable as follows: (i) 1/3 of the Option on the earliest to occur of certain events as defined in the LTIP, (ii) 1/3 of the Option on the second anniversary of the Closing Date, as defined in the LTIP; and (iii) the remaining 1/3 of the Option on the third anniversary of the Closing Date, as defined in the LTIP.
/s/ Jeffrey Hastings
2017-07-31