Sec Form 4 Filing - WHITEBOX ADVISORS LLC @ SAExploration Holdings, Inc. - 2018-09-26

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) 09/26/2018 (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 6.00% Senior Secured Convertible Notes due 2023 ( 1 ) ( 2 ) 09/26/2018 ( 1 )( 2 ) A ( 3 ) ( 3 ) Common Stock 137,425 ( 1 ) ( 2 ) $ 23,722,062.5 $ 23,900,000 I See Footnote ( 4 ) 6.00% Senior Secured Convertible Notes due 2023 ( 1 ) ( 2 ) 09/26/2018 ( 1 )( 2 ) A ( 3 ) ( 3 ) Common Stock 86,842 ( 1 ) ( 2 ) $ 14,986,194.38 $ 15,103,000 D ( 5 ) 6.00% Senior Secured Convertible Notes due 2023 ( 1 ) ( 2 ) 09/26/2018 ( 1 )( 2 ) A ( 3 ) ( 3 ) Common Stock 29,158 ( 1 ) ( 2 ) $ 5,035,751.1 $ 5,071,000 D ( 6 ) 6.00% Senior Secured Convertible Notes due 2023 ( 1 ) ( 2 ) 09/26/2018 ( 1 )( 2 ) A ( 3 ) ( 3 ) Common Stock 21,424 ( 1 ) ( 2 ) $ 3,700,117.02 $ 3,726,000 D ( 7 )

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 Whitebox Credit Partners, L.P. ESTERA CORPORATE SERVICES (BVI) LIMITED JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA, D8VG1110 X WHITEBOX ASYMMETRIC PARTNERS LP MOURANT OZANNES CORP SVCS (CAYMAN) LTD 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN, E9KY1-1108 X Signatures WHITEBOX ADVISORS LLC By: /s/ Mark Strefling, Chief Executive Officer 09/28/2018 Signature of Reporting Person Date Whitebox General Partner LLC By: /s/ Mark Strefling, Chief Executive Officer 09/28/2018 Signature of Reporting Person Date WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/Mark Strefling, Whitebox Advisors LLC, Chief Eexecutive Officer 09/28/2018 Signature of Reporting Person Date WHITEBOX CREDIT PARTNERS, LP By: Whitebox General Partner LLC, /s/ Mark Strefling, Chief Executive Officer 09/28/2018 Signature of Reporting Person Date Whitebox Asymmetric Partners, LP, By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Chief Executive Officer 09/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares assumes that SAEXPLORATION Holdings, Inc.'s (the "Issuer") 6.00% Senior Secured Convertible Notes due 2023 (the "Convertible Notes") are converted at a conversion rate of 173.91304 shares of common stock, par value $0.0001 per share ("Common Stock") per $1,000 principal amount of Convertible Notes (with shares of Common Stock rounded down in lieu of any fractional shares). However, upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock in amounts determined in accordance with the indenture for the Convertible Notes and therefore there can be no certainty that the Convertible Notes could be converted into the number of shares provided in column 7. ( 2 )(continued from Footnote 1) Reference is made to the indenture for the Convertible Notes as executed by the Reporting Persons (the "Convertible Notes Indenture"). The Reporting Persons do not acknowledge that the Convertible Notes are derivative securities for purposes of Section 16 of the Exchange Act. ( 3 )The Convertible Notes are convertible at the election of the holder into shares of Common Stock at any time prior to the close of business on the second business day immediately preceding the maturity date for the Convertible Notes as specified in the Convertible Notes Indenture. ( 4 )The Convertible Notes are directly beneficially owned by Whitebox Multi-Strategy Partners, LP ("WMP"), Whitebox Asymmetric Partners, LP ("WAP") and Whitebox Credit Partners, LP ("WCP") (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 Reporting Persons disclaim beneficial ownership of the reported Convertible Notes 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 (the "Exchange Act"). ( 5 )The Convertible Notes are directly beneficially owned by WMP. ( 6 )The Convertible Notes are directly beneficially owned by WCP. ( 7 )The Convertible Notes are directly beneficially owned by WAP.

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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