Sec Form 3 Filing - WHITEBOX ASYMMETRIC PARTNERS LP @ SAExploration Holdings, Inc. - 2018-09-06

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WHITEBOX ASYMMETRIC PARTNERS LP 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) MOURANT OZANNES CORP SERVICES (CYMN) LTD, 94 SOLARIS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2018 (Street) CAMANA BAY, GRAND CAYMAN, E9KY1-1108 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 Common Stock 374,851 D ( 1 ) Common Stock 510,491 D ( 2 )

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 Series C Warrants ( 3 ) ( 3 ) ( 3 ) Common Stock 360,592 D ( 1 ) Series D Warrants ( 4 ) ( 4 ) ( 4 ) Common Stock 736,780 D ( 1 ) Series E Warrants ( 5 ) ( 5 ) ( 5 ) Common Stock 4,311,791 D ( 1 ) Series C Warrants ( 3 ) ( 3 ) ( 3 ) Common Stock 491,070 D ( 2 ) Series D Warrants ( 4 ) ( 4 ) ( 4 ) Common Stock 1,003,373 D ( 2 ) Series E Warrants ( 5 ) ( 5 ) ( 5 ) Common Stock 5,869,008 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITEBOX ASYMMETRIC PARTNERS LP MOURANT OZANNES CORP SERVICES (CYMN) LTD 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN, E9KY1-1108 X Whitebox Credit Partners, L.P. ESTERA CORPORATE SERVICES (BVI) LIMITED JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA, D8VG1110 X Signatures Whitebox Asymmetric Partners, LP, By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Mark Strefling, Chief Executive Officer 09/17/2018 Signature of Reporting Person Date WHITEBOX CREDIT PARTNERS, LP By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Mark Strefling, Chief Executive Officer 09/17/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are directly owned by Whitebox Asymmetric Partners, LP ("WAP"). WAP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity. ( 2 )These securities are directly owned by Whitebox Credit Partners, LP ("WCP"). WCP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity. ( 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. Pursuant to the warrant agreement, each Series C Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series C Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.2 attached thereto filed on February 1, 2018, which is incorporated by reference. ( 4 )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"). WAP and WCP, as holders thereof, elected to receive solely Series D Warrants. Pursuant to the Warrant Agreement, each Series D Warrant gives the holder thereof the right to purchase one share of Common Stock, subject to certain exceptions. The Series D Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.1 attached thereto filed on March 8, 2018, which is incorporated by reference. ( 5 )The derivative securities were acquired in connection with a conversion by the Issuer of 8.0% Cumulative Perpetual Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") into shares of common stock and/or series E warrants of the Issuer (the "Series E Warrants"). WAP and WCP, as holders thereof, elected to receive solely Series E Warrants. Pursuant to the warrant agreement, each Series E Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series E Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 4.1 attached thereto filed on September 11, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.