Sec Form 4/A Filing - WHITEBOX ADVISORS LLC @ SAExploration Holdings, Inc. - 2018-01-29

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person WHITEBOX ADVISORS LLC 2. Issuer Name and Ticker or Trading Symbol SAExploration Holdings, Inc. [ SAEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300, 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2018 (Street) MINNEAPOLIS, MN55416 4. If Amendment, Date Original Filed (MM/DD/YY) 02/01/2018 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 8.0% Cumulative Perpetual Series A Preferred Stock ( 3 ) 01/29/2018 J 8,514 01/29/2018 ( 3 ) Common Stock ( 3 ) ( 3 ) 8,514 I See Footnote ( 1 ) ( 3 ) Mandatorily Convertible Series B Preferred Stock ( 3 ) 01/29/2018 J 229,913 ( 3 ) ( 3 ) Common Stock ( 3 ) ( 3 ) 229,913 I See Footnote ( 1 ) ( 3 ) Series C Warrants ( 3 ) 01/29/2018 J 2,446,026 01/29/2018 ( 3 ) Common Stock ( 3 ) ( 3 ) 2,446,026 I See Footnote ( 1 ) ( 3 ) 8.0% Cumulative Perpetual Series A Preferred Stock ( 3 ) 01/29/2018 J 5,077 01/29/2018 ( 3 ) Common Stock ( 3 ) ( 3 ) 5,077 D ( 2 ) Mandatorily Convertible Series B Preferred Stock ( 3 ) 01/29/2018 J 137,084 ( 3 ) ( 3 ) Common Stock ( 3 ) ( 3 ) 137,084 D ( 2 ) Series C Warrants ( 3 ) 01/29/2018 J 1,458,434 01/29/2018 ( 3 ) Common Stock ( 3 ) ( 3 ) 1,458,434 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN55416 X WHITEBOX GENERAL PARTNER LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN55416 X Whitebox Multi-Strategy Partners LP ESTERA CORPORATE SERVICES (BVI) LTD. JAYLA PL, WICKHAMS CAY 1 BX 3190 RD TOWN TORTOLA, BVIVG1110 X Signatures WHITEBOX ADVISORS LLC By: /s/ Elissa Weddle, Chief Legal Officer 02/06/2018 Signature of Reporting Person Date Whitebox General Partner LLC By: /s/ Elissa Weddle, Chief Legal Officer 02/06/2018 Signature of Reporting Person Date WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/ Elissa Weddle, Chief Legal Officer 02/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Each of the Private Funds, Whitebox Advisors LLC and Whitebox General Partner LLC disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. ( 2 )These securities are directly beneficially owned by WMP. ( 3 )The derivative securities were acquired pursuant to the exchange offer (the "Exchange Offer") and consent solicitation related to the Issuer's 10.000% Senior Secured Second Lien Notes due 2019 and the Issuer's 10.000% Senior Secured Notes due 2019. Reference is made to the Issuer's 8-K and the attachments thereto filed on February 1, 2018.

Remarks: The original Form 4 filed by the Reporting Persons with the Securities and Exchange Commission on February 1, 2018 (the "Original Form 4") incorrectly checked the box to constitute an exit filing. This Form 4 amends and restates the Original Form 4 in its entirety.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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