1. Name and Address of Reporting Person * |
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CLCH, LLC |
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2. Date of Event Requiring Statement (Month/Day/Year) 06/24/2013 |
3. Issuer Name and Ticker or Trading Symbol SAExploration Holdings, Inc. [SAEX]
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4721 GOLDEN SPRING CIRCLE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director |
__X__ 10% Owner |
_____ Officer (give title below) |
_____ Other (specify below) |
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5. If Amendment, Date Original Filed(Month/Day/Year)
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ANCHORAGE, AK 99507 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock
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3,269,954
(1)
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D
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Â
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Common Stock
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2,020,300
(2)
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I
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By voting control/proxy
(2)
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Common Stock
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1,196,846
(3)
(4)
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I
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Through group membership
(3)
(4)
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Common Stock
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284,964
(3)
(5)
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I
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Through group membership
(3)
(5)
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* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
Represents 3,269,954 shares of Common Stock held directly by CLCH, LLC an Alaska limited liability company controlled by Jeff Hastings ("CLCH"), which shares were received in exchange for 573,750 shares of common stock of the entity formerly known as SAExploration Holdings, Inc. ("Former SAE") upon the consummation of a merger transaction involving the Issuer, formerly known as Trio Merger Corp., pursuant to which Former SAE merged with and into a wholly-owned subsidiary of the Issuer (the "Merger"). |
(2) |
Includes (i) 390,859 shares of Common Stock that may be issued to the holders of certain derivative securities of Former SAE upon their conversion or exercise, over which CLCH has voting control as nominee of the Issuer pursuant to the Merger, and (ii) 1,629,441 shares of Common Stock over which CLCH was granted voting control pursuant to voting proxy agreements entered into with certain stockholders of the Issuer in connection with the Merger. |
(3) |
CLCH is a member of a "group" with Jeff Hastings, Brian A. Beatty, Sheri L. Beatty, Seismic Management Holdings Inc., Seismic Management, LLP and Brent Whiteley for purposes of Section 13(d) of the Exchange Act. |
(4) |
Seismic Management Holdings Inc., directly, and Seismic Management, LLP, Brian A. Beatty and Sheri L. Beatty, indirectly, own these shares (the "Seismic Shares"). CLCH has a beneficial ownership interest in the Seismic Shares through its group membership. |
(5) |
Brent Whiteley directly owns these shares (the "Whiteley Shares"). CLCH has a beneficial ownership interest in the Whiteley Shares through its group membership. |