4/A//SEC Filing
Beatty Brian A 4/A
Accession 0001144204-18-020614
CIK 0001514732other
Filed
Apr 15, 8:00 PM ET
Accepted
Apr 16, 12:00 PM ET
Size
16.3 KB
Accession
0001144204-18-020614
Insider Transaction Report
Form 4/AAmended
Beatty Brian A
DirectorCEO and PresidentOther
Transactions
- Tax Payment
Common Stock
2018-01-26$2.46/sh−43,242$106,375→ 61,279 total - Other
Common Stock
2018-03-19$2.46/sh+15,001$36,902→ 76,280 total - Exercise/Conversion
Common Stock
2018-01-26$10.19/sh+16,193$165,007→ 45,687 total - Exercise/Conversion
Common Stock
2018-01-26+58,834→ 104,521 total - Exercise/Conversion
Restricted Stock Units
2018-01-26−58,834→ 0 total→ Common Stock (58,834 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
2018-01-26$10.19/sh−16,193$165,007→ 0 totalExercise: $10.19Exp: 2026-09-26→ Common Stock (16,193 underlying)
Footnotes (6)
- [F1]The restricted stock units were issued pursuant to the SAExploration Holdings, Inc. (the "Company") 2016 Long Term Incentive Plan on September 26, 2016. The 2016 Long Term Incentive Plan was amended and restated effective as of May 30, 2017 (as amended, the "LTIP"). Each restricted stock unit issued pursuant to the LTIP represents the right to receive, upon the applicable vesting date, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal in value to the value of a share of the Company's Common Stock on the date of transfer. The Reporting Person elected to receive shares of Common Stock of the Company in lieu of an amount of cash equal to the value of such Common Stock of the Company.
- [F2]Each restricted stock unit issued pursuant to the Plan represents the right to receive, upon vesting, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal to the value of a share of the Company's Common Stock on the date of transfer. This transaction represents the settlement of restricted stock units in shares of common stock on their accelerated vesting date.
- [F3]The original Form 4, filed on February 1, 2018, is being amended by this Form 4 amendment solely to correct an administrative error, which resulted in an excess 15,001 shares being withheld to satisfy the reporting person's tax liability in connection with the vesting and conversion disclosed in Note (4) below. On March 19, 2018, those shares were reissued to Mr. Beatty.
- [F4]Pursuant to the terms of the Restructuring Support Agreement dated as of December 19, 2017, among SAExploration Holdings, Inc., as approved by the Board of Directors on January 24, 2018, the members of management identified therein and the supporting holders identified therein, all issued equity compensation vested and converted into common shares immediately prior to the Closing Date on January 26, 2018.
- [F5]The restricted stock units will vest as follows: (i) 1/3 on the earliest to occur of certain events as defined in the LTIP; (ii) 1/3 on the second anniversary of the Closing Date, as defined in the LTIP; and (iii) the remaining 1/3 on the third anniversary of the Closing Date, as defined in the LTIP.
- [F6]The Exercise Price of the option is $10.19 per share, which is equal to the VWAP per common share for the 30-day period that ends on the Grant Date, all terms as defined in the Company's 2016 Long Term Incentive Plan (the "LTIP").
Documents
Issuer
SAExploration Holdings, Inc.
CIK 0001514732
Entity typeother
Related Parties
1- filerCIK 0001581400
Filing Metadata
- Form type
- 4/A
- Filed
- Apr 15, 8:00 PM ET
- Accepted
- Apr 16, 12:00 PM ET
- Size
- 16.3 KB