13D Filing: Blue Mountain Capital and Saexploration Holdings Inc. (SAEX)

Explanatory Note:

This Amendment No. 3 amends
the Schedule 13D filed with the Securities Exchange Commission (the “SEC”) on August 8, 2016 (as amended by Amendment
No. 1 thereto filed on December 21, 2017, and further amended by Amendment No. 2 filed on December 26, 2017, the “Schedule
13D”), relating to the shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of SAExploration
Holdings, Inc., a Delaware corporation (the “Issuer”). Unless specifically amended hereby, the disclosures set forth
in the Schedule 13D remain unchanged. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
to such terms in the Schedule 13D.

Item
2. Identity and Background.

The first paragraph
of Item 2 of the Schedule 13D is hereby deleted and replaced with the following:

 (a-c)
This Statement is being filed by the following beneficial owners of Common Stock (each, a “Reporting Person”):  

(i)

BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership (“BMGP”), with respect to the securities of the Issuer beneficially owned by it;

(ii)

BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (“BMGP GP”), with respect to the securities of the Issuer beneficially owned by BMGP;

(iii)

BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership (“BMKH”), with respect to the securities of the Issuer beneficially owned by it;

(iv)

BlueMountain Kicking Horse Fund GP, LLC, a Delaware limited liability company (“BMKH GP”), with respect to the securities of the Issuer beneficially owned by BMKH;

(v)

BlueMountain Timberline Ltd., a Cayman Islands exempted limited company (“BMT”), with respect to the securities of the Issuer beneficially owned by it;

(vi)

BlueMountain Summit Trading L.P., a Delaware limited partnership (“BMST” and, together with BMGP and BMKH, the “Partnerships”), with respect to the securities of the Issuer beneficially owned by it;

(vii)

BlueMountain Summit Opportunities GP II, LLC, a Delaware limited liability company (“BMST GP” and, together with BMGP GP and BMKH GP, the “General Partners”), with respect to the securities of the Issuer beneficially owned by BMST;

(viii)

BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable share capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg (“BMM” and, together with the Partnerships and BMT, the “BlueMountain Funds”), with respect to the securities of the Issuer beneficially owned by it;

(ix)

BlueMountain Montenvers GP S.à r.l., a private limited company incorporated under the laws of Luxembourg (“BMM GP”), with respect to the securities of the Issuer beneficially owned by BMM;

(x)

BlueMountain GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), which serves as the sole owner of each of the General Partners with respect to the securities of the Issuer beneficially owned by each of the Partnerships; and