Sec Form 4 Filing - Siegfried David @ SAExploration Holdings, Inc. - 2013-06-24

Insider filing report for Changes in Beneficial Ownership
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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
Siegfried David
2. Issuer Name and Ticker or Trading Symbol
SAExploration Holdings, Inc. [ SAEX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP-Business Dev. See remarks
(Last) (First) (Middle)
3333 8TH STREET SE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2013
(Street)
CALGARY, A0T2G 3A4
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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 Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Siegfried David
3333 8TH STREET SE
3RD FLOOR
CALGARY, A0T2G 3A4
EVP-Business Dev. See remarks
Signatures
/s/ David Siegfried 07/04/2013
Signature of Reporting Person Date
Explanation of Responses:
( 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").

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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