13D Filing: Whitebox Advisors and Saexploration Holdings Inc. (SAEX)

CUSIP No.

78636X204

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Whitebox Advisors LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)   [_]
		(b)  [X]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS
	AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[X]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	3,337,426*

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	3,337,426*

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,337,426*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.99%*

14.	TYPE OF REPORTING PERSON
	IA

* The number of Common Stock reported
herein and the percent of class is calculated based on 32,679,286 shares of Common Stock issued and outstanding as of the Expiration
Time (defined below) as reported in the 2017 RSA, which is comprised of 2,609,039 shares of Common Stock and additional shares
of Common Stock issuable upon the exercise of 27,853,256 Series A Preferred Shares (defined below) and 2,446,026 Series C Warrants
(defined below) issuable in the aggregate to WMP, WCP and certain other WA Private Funds. The Series A Preferred Shares and Series
C Warrants each include a limitation on the ability to convert a Series A Preferred Share
or cause a Series C Warrant to be exercised, as applicable, if such conversion or exercise would cause a holder (together with
its affiliates) or any “group” (within the meaning of Section 13d-3 of the Securities and Exchange Act of 1934 (the “Exchange
Act”)) that includes such holder to beneficially own in excess of 9.99% of the Common Stock outstanding immediately after
giving effect to such exercise (the “Conversion Caps”).