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