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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (Right to Buy) (2) | $ 12 (3) | 01/10/2014 | C | 600,000 | 01/10/2014 | 06/24/2016 | Warrants (Right to Buy) | 600,000 | $ 0.5 | 3,114,912 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROSENFELD ERIC 777 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | X |
/s/ Eric Rosenfeld | 01/15/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | The shares were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2013 Non-Employee Director Share Incentive Plan on December 6, 2013, with the issuance being effective as of November 1, 2013. |
(2) | The Warrants were issued pursuant to the conversion of certain Third Amended and Restated Promissory Notes issued by the Company in the aggregate principal amount of $300,000 to evidence working capital loans made to the Company. |
(3) | Each warrant is exercisable for one share of the Company's common stock at a cash exercise price of $12.00. The warrants are exercisable for cash or on a "cashless basis", at the holder's option, and are not redeemable by the Company, so long as they are still held by the initial owner or his affiliate. |