SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CLCH, LLC

(Last) (First) (Middle)
4721 GOLDEN SPRING CIRCLE

(Street)
ANCHORAGE AK 99507

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2013
3. Issuer Name and Ticker or Trading Symbol
SAExploration Holdings, Inc. [ SAEX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,269,954(1) D
Common Stock 2,020,300(2) I By voting control/proxy(2)
Common Stock 1,196,846(3)(4) I Through group membership(3)(4)
Common Stock 284,964(3)(5) I Through group membership(3)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 3,269,954 shares of Common Stock held directly by CLCH, LLC an Alaska limited liability company controlled by Jeff Hastings ("CLCH"), which shares were received in exchange for 573,750 shares of common stock of the entity formerly known as SAExploration Holdings, Inc. ("Former SAE") upon the consummation of a merger transaction involving the Issuer, formerly known as Trio Merger Corp., pursuant to which Former SAE merged with and into a wholly-owned subsidiary of the Issuer (the "Merger").
2. Includes (i) 390,859 shares of Common Stock that may be issued to the holders of certain derivative securities of Former SAE upon their conversion or exercise, over which CLCH has voting control as nominee of the Issuer pursuant to the Merger, and (ii) 1,629,441 shares of Common Stock over which CLCH was granted voting control pursuant to voting proxy agreements entered into with certain stockholders of the Issuer in connection with the Merger.
3. CLCH is a member of a "group" with Jeff Hastings, Brian A. Beatty, Sheri L. Beatty, Seismic Management Holdings Inc., Seismic Management, LLP and Brent Whiteley for purposes of Section 13(d) of the Exchange Act.
4. Seismic Management Holdings Inc., directly, and Seismic Management, LLP, Brian A. Beatty and Sheri L. Beatty, indirectly, own these shares (the "Seismic Shares"). CLCH has a beneficial ownership interest in the Seismic Shares through its group membership.
5. Brent Whiteley directly owns these shares (the "Whiteley Shares"). CLCH has a beneficial ownership interest in the Whiteley Shares through its group membership.
CLCH, LLC, By: /s/ Jeff Hastings, Manager 07/03/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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