Page 13 of 17 – SEC Filing
Explanatory Note:
This Amendment No. 4 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, as amended by Amendment No. 2 filed on December 26,
2017, and further amended by Amendment No. 3 filed on February 2, 2018 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
3. Source and Amount of Funds or Other Consideration.
The information contained
in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the information below.
On March 5, 2018, an amendment to the Issuer’s certificate of incorporation increased the number of authorized
shares of Common Stock from 55,000,000 to 200,000,000 and authorized the issuance of a number of shares of Common Stock in an amount
up to 92.76% of the outstanding shares of Common Stock, on a fully diluted basis as of the closing of the 2018 Exchange Offer (approximately
131,292,475 shares) became effective as a result of the required shareholder approval.
On March 6, 2018, the Issuer issued 4,491,674 shares of Common Stock and on March 8, 2018, the Issuer issued
14,098,370 Series D Warrants to purchase shares of Common Stock with terms identical to those of the Series C Warrants (the “Series
D Warrants”) in connection with a mandatory conversion of the Series B Preferred Stock. As a result of the mandatory conversion,
the Issuer converted all outstanding shares of the Series B Preferred Stock into shares of Common Stock and/or Series D Warrants,
upon which each holder of Series B Preferred Stock received, for each share of Series B Preferred Stock being converted, a number
of shares of Common Stock and/or a number of Series D Warrants, in aggregate equal to the conversion rate. The initial conversion
rate for the Series B Preferred Stock is 21.7378 shares of Common Stock, or, if a warrant election is made, 21.7378 Series D Warrants
(with shares of Common Stock or Series D Warrants, as applicable, issued in whole integral multiples, rounded down in lieu of any
fractional shares or warrants, as applicable), per share of Series B Preferred Stock. The BlueMountain Funds, elected to receive
solely Series D Warrants. The BlueMountain Funds received an aggregate of 4,734,992 Series D Warrants.
Each Series D Warrant is immediately exercisable by the holder for one share of Common Stock at a price equal to $0.0001.
The Series D Warrants are also exercisable at the option of the Issuer in connection with a full redemption of the Series A Preferred
Stock or upon a change of control of the Issuer. At all times a holder of Series D Warrants, who is not a beneficial owner of 10%
or more of the outstanding Common Stock, may exercise only up to that number of Series D Warrants so that, upon exercise, the aggregate
beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common
Stock then outstanding (other than in connection with a change of control of the Issuer).
The foregoing summary
of the Series D Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Series D Warrant Agreement a copy of which is incorporated by reference as Exhibit 17 in Item 7 of this Schedule 13D and is
incorporated herein by reference.
