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

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 CUSIP No. 78636X204
Item 1. Security and Issuer.
The name of the issuer is SAExploration Holdings, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079, United States of America.  This Schedule 13D relates to the Issuer’s common stock, $0.0001 par value (the “Shares”).
Item 2. Identity and Background.
(a), (f) This Schedule 13D is being filed jointly by (i) Whitebox Advisors LLC, a Delaware limited liability company (“WA”), (ii) Whitebox General Partner LLC (“WB GP”), (iii) Whitebox Multi-Strategy Partners, LP, a British Virgin Islands limited partnership (“WMP”), (iv) Whitebox Credit Partners, LP, a British Virgin Islands limited partnership (“WCP”), and (v) the Executive Officers and Board of Managers of WA and the members of the Board of WB GP, the names and citizenship of which are set forth in Exhibit B and Exhibit C, respectively (collectively, the “Reporting Persons”).
(b)

The principal business address for each of
WA and WB GP is 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416.

The principal business address of WMP is c/o
Estera Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British Virgin Islands VG1110.

The principal business address of WCP is c/o
Estera Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British Virgin Islands VG1110.

The principal business addresses of the Executive
Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit B and Exhibit C, respectively.

(c) WA manages and advises private investment funds, including WMP and WCP (the “WA Private Funds”).  WB GP serves as general partner of private investment funds, including WMP and WCP.  The principal business of WMP and WCP is investments.  The principal businesses of the Executive Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit B and Exhibit C, respectively.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)

Except as set forth below in this Item 2(e)
none of the Reporting Persons have, during the last five years been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

In April 2014, WA received a confidential information
inquiry from the Securities and Exchange Commission (the “SEC”) in connection with the purchase of shares in a secondary
public offering which occurred in 2012. WA fully cooperated with the SEC and voluntarily reviewed historical trading activity to
identify any other potential instances of inadvertent violations of Rule 105 of Regulation M under the Exchange Act (“Rule
105”). Based on this review, WA identified four additional instances in 2011 and 2012 where WA participated in a secondary
offering during a restricted period. All of these instances were voluntarily disclosed to the SEC. The violations allegedly occurred
between January 2011 and June 2012. Rule 105 generally prohibits purchasing an equity security in a registered follow-on public
offering if the purchaser sold short the same security during the shorter of the period: (1) beginning five business days before
the pricing of the offered securities and ending with such pricing; or (2) beginning with the initial filing of a registration
statement or notification on Form 1-A or Form 1-E and ending with the pricing.

In July 2014, WA voluntarily submitted to an
offer of settlement with respect to the five alleged violations of Rule 105, without admitting or denying the SEC’s allegations.
The SEC accepted the offer of settlement, and imposed a cease-and-desist order from future violations of Rule 105. The settlement
involved the payment by WA of disgorgement of $788,779, prejudgment interest of $48,553.49 and a civil money penalty of $365,592.83
(for a total of $1,202,925.30) to the U.S. Treasury.

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