SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAExploration Holdings, Inc. [ SAEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/01/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8.0% Cumulative Perpetual Series A Preferred Stock	⁽³⁾	01/29/2018		J		8,514		01/29/2018	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	8,514	I	See Footnote⁽¹⁾⁽³⁾
Mandatorily Convertible Series B Preferred Stock	⁽³⁾	01/29/2018		J		229,913		⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	229,913	I	See Footnote⁽¹⁾⁽³⁾
Series C Warrants	⁽³⁾	01/29/2018		J		2,446,026		01/29/2018	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	2,446,026	I	See Footnote⁽¹⁾⁽³⁾
8.0% Cumulative Perpetual Series A Preferred Stock	⁽³⁾	01/29/2018		J		5,077		01/29/2018	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	5,077	D⁽²⁾
Mandatorily Convertible Series B Preferred Stock	⁽³⁾	01/29/2018		J		137,084		⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	137,084	D⁽²⁾
Series C Warrants	⁽³⁾	01/29/2018		J		1,458,434		01/29/2018	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	1,458,434	D⁽²⁾

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX GENERAL PARTNER LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Whitebox Multi-Strategy Partners LP

(Last)

(First)

(Middle)

ESTERA CORPORATE SERVICES (BVI) LTD.

JAYLA PL, WICKHAMS CAY 1 BX 3190 RD TOWN

(Street)

TORTOLA, BVI

VG1110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Each of the Private Funds, Whitebox Advisors LLC and Whitebox General Partner LLC disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

2. These securities are directly beneficially owned by WMP.

3. The derivative securities were acquired pursuant to the exchange offer (the "Exchange Offer") and consent solicitation related to the Issuer's 10.000% Senior Secured Second Lien Notes due 2019 and the Issuer's 10.000% Senior Secured Notes due 2019. Reference is made to the Issuer's 8-K and the attachments thereto filed on February 1, 2018.

Remarks:

The original Form 4 filed by the Reporting Persons with the Securities and Exchange Commission on February 1, 2018 (the "Original Form 4") incorrectly checked the box to constitute an exit filing. This Form 4 amends and restates the Original Form 4 in its entirety.

	WHITEBOX ADVISORS LLC By: /s/ Elissa Weddle, Chief Legal Officer	02/06/2018
	Whitebox General Partner LLC By: /s/ Elissa Weddle, Chief Legal Officer	02/06/2018
	WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/ Elissa Weddle, Chief Legal Officer	02/06/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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