0001514732-18-000032.txt : 20180201 0001514732-18-000032.hdr.sgml : 20180201 20180201170757 ACCESSION NUMBER: 0001514732-18-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180126 FILED AS OF DATE: 20180201 DATE AS OF CHANGE: 20180201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whiteley Brent CENTRAL INDEX KEY: 0001580789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18567646 MAIL ADDRESS: STREET 1: 3333 8TH STREET SE, 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_151752285178544.xml FORM 4 X0306 4 2018-01-26 0 0001514732 SAExploration Holdings, Inc. SAEX 0001580789 Whiteley Brent 1160 DAIRY ASHFORD RD., SUITE 160 HOUSTON TX 77079 0 1 0 0 CFO, Gen. Counsel, Secretary Common Stock 2018-01-26 4 M 0 12859 10.19 A 72213 D Common Stock 2018-01-26 4 M 0 46721 A 118934 D Common Stock 2018-01-26 4 F 0 13378 2.46 D 105556 D Restricted Stock Units 2018-01-26 4 M 0 46721 D Common Stock 46721.0 0 D Stock Option (Right to Buy) 10.19 2018-01-26 4 M 0 12859 10.19 D 2026-09-26 Common Stock 12859.0 0 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. Each restricted stock unit issued pursuant to the Plan 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. This transaction represents the settlement of restricted stock units in shares of common stock on their accelerated vesting date. Pursuant to the terms of the Restructuring Support Agreement dated as of December 19, 2017, among SAExploration Holdings, Inc., as approved by the Board of Directors on January 24, 2018, the members of management identified therein and the supporting holders identified therein, all issued equity compensation shall vest and convert into common shares immediately prior to the Closing Date and be treated as existing equity subject to dilution pursuant to the Term Sheet (all terms as defined therein). 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 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 2016 Long Term Incentive Plan (the "LTIP"). /s/ Brent Whiteley 2018-02-01