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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Exchangeable Shares (1) | (1) | 06/24/2013 | A | 4,185 | 06/24/2013 | (2) | Common Stock | 23,852 (3) | (4) | 4,185 | D | ||||
Exchangeable Shares (1) | (1) | 06/24/2013 | A | 11,219 | 06/24/2013 | (2) | Common Stock | 63,941 (5) | (4) | 11,219 | I | By Spouse |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Siegfried David 3333 8TH STREET SE 3RD FLOOR CALGARY, A0 T2G 3A4 |
EVP-Business Dev. See remarks |
/s/ David Siegfried | 07/04/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The exchangeable shares were issued by 1623753 Alberta Ltd. ("1623753"), a wholly-owned Canadian subsidiary of SAExploration, Inc., and each exchangeable share was convertible into one share of Former SAE common stock at the option of the holder thereof. |
(2) | The exchangeable shares have no expiration date. |
(3) | Represents 23,852 shares of Common Stock into which the 4,185 exchangeable shares held by David Siegfried are currently convertible (in lieu of shares of Former SAE common stock) following the Merger. |
(4) | The closing price of the Common Stock immediately prior to the Merger was $9.98 per share. |
(5) | Represents 63,941 shares of Common Stock into which the 11,219 exchangeable shares held by Margaret Siegfried, spouse of David Siegfried, are currently convertible (in lieu of shares of Former SAE common stock) following the Merger. |
Remarks: David Siegfried is Executive Vice President - Business Development of SAExploration, Inc., which became a subsidiary of the Issuer effective upon the consummation of a merger transaction on June 24, 2013 involving the Issuer, formerly known as Trio Merger Corp., pursuant to which the entity formerly known as SAExploration Holdings, Inc. ("Former SAE") merged with and into a wholly-owned subsidiary of the Issuer (the "Merger"). |