Sec Form 4 Filing - WHITEBOX ADVISORS LLC @ SAExploration Holdings, Inc. - 2018-03-08

FORM 4 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) 03/08/2018 (Street) MINNEAPOLIS, MN55416 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Mandatorily Convertible Series B Preferred Stock ( 3 ) 03/08/2018 C 229,913 ( 3 ) ( 3 ) Common Stock ( 3 ) ( 3 ) 0 I See Footnote ( 1 ) Series D Warrants ( 3 ) 03/08/2018 C 4,997,800 ( 3 ) ( 3 ) Common Stock ( 3 ) ( 3 ) 4,997,800 I See Footnote ( 1 ) Mandatorily Convertible Series B Preferred Stock ( 3 ) 03/08/2018 C 137,084 ( 3 ) ( 3 ) Common Stock ( 3 ) ( 3 ) 0 D ( 2 ) Series D Warrants ( 3 ) 03/08/2018 C 2,979,904 ( 3 ) ( 3 ) Common Stock ( 3 ) ( 3 ) 2,979,904 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 PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA, D8VG1110 X Signatures WHITEBOX ADVISORS LLC By: /s/ Elissa Weddle, Chief Legal Officer 03/09/2018 Signature of Reporting Person Date Whitebox General Partner LLC By: /s/ Elissa Weddle, Chief Legal Officer 03/09/2018 Signature of Reporting Person Date WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/ Elissa Weddle, Whitebox Advisors LLC, Chief Legal Officer 03/09/2018 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 in connection with a mandatory conversion by the Issuer of the Mandatorily Convertible Series B Preferred Stock, par value $0.0001 ("Series B Preferred Stock") into shares of common stock and/or series D warrants of the Issuer (the "Series D Warrants"), upon which each holder of Series B Preferred Stock received, for each share of Series B Preferred Stock being converted, a number of shares of common stock and/or a number of Series D Warrants, in aggregate equal to the applicable conversion rate (with shares of common stock or Series D Warrants rounded down in lieu of any fractional shares or warrants, as applicable). The Private Funds, as holders thereof, elected to receive solely Series D Warrants. Reference is made to the Issuer's 8-K and Exhibit 3.2 attached thereto filed on February 1, 2018, which is incorporated by reference.

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).

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