13D Filing: Blue Mountain Capital and Saexploration Holdings Inc. (NASDAQ:SAEX)

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Page 2 of 19 – SEC Filing

CUSIP No.   78636X204
1

NAMES OF REPORTING PERSONS

BlueMountain Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
     (a)   x (b)   o
  3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)      WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)     o
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Delaware, United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER 0       
BENEFICIALLY OWNED 8 SHARED VOTING POWER *see
below(1)
 
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0     
PERSON WITH 10 SHARED DISPOSITIVE POWER *see
below(1)
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    *see
below(1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
(see Instructions)    o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  9.9%(1)
14 TYPE OF REPORTING PERSON (See Instructions)  
  IA

 (1) The
percentage set forth in Row 13 of this Cover Page is based on 34,977,087 shares of Common Stock (as defined in Item 1) outstanding
as of September 6, 2018, as disclosed in the Form 8-K filed by the Issuer on September 11, 2018.

BlueMountain Capital Management, LLC (“BMCM”)
the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. (“BMCA”), which is the direct
owner of 1,647,107 shares of Common Stock, 1,585,686 Series C Warrants, 3,239,910 Series D Warrants and 18,951,598 Series E Warrants;
(ii) BlueMountain Guadalupe Peak Fund L.P. (“BMGP”), which is the direct owner of 80,647 shares of Common Stock, 76,393
Series C Warrants, 156,099 Series D Warrants and 919,281 Series E Warrants; (iii) BlueMountain Kicking Horse Fund L.P. (“BMKH”),
which is the direct owner of 61,411 shares of Common Stock, 58,174 Series C Warrants, 118,862 Series D Warrants and 700,093 Series
E Warrants (iv) BlueMountain Summit Trading L.P. (“BMST” and, together with BMCA, BMGP and BMKH, the “Partnerships”),
which is the direct owner of 160,171 shares of Common Stock, 151,711 Series C Warrants, 309,981 Series D Warrants and 1,818,934
Series E Warrants (v) BlueMountain Timberline Ltd. (“BMT”), which is the direct owner of 59,405 shares of Common Stock,
91,815 Series C Warrants, 187,597 Series D Warrants and 1,102,483 Series E Warrants; and (vi) BlueMountain Montenvers Master Fund
SCA SICAV-SIF (“BMM” and, together with the Partnerships and BMT, the “Funds”), which is the direct owner of
373,365 shares of Common Stock, 353,634 Series C Warrants, 722,543 Series D Warrants and 4,226,733 Series E Warrants. BMCM, although
it directs the voting and disposition of the securities held by the Funds, only receives an asset-based fee relating to the securities
held by the Funds.

Blue Mountain CA Master Fund GP, Ltd. (“BMCA
GP”) is the general partner of BMCA and has an indirect profits interest in the securities beneficially owned by it; (ii)
BlueMountain Summit Opportunities GP II, LLC (“BMST GP”) is the general partner of BMST and has an indirect profits interest
in the securities beneficially owned by it; (iii) BlueMountain Long/Short Credit GP, LLC (“BMGP GP”) is the general partner
of BMGP and has an indirect profits interest in the securities beneficially owned by it; (iv) BlueMountain Montenvers GP S.à r.l.
(“BMM GP”) is the general partner of BMM and has an indirect profits interest in the securities beneficially owned by
it; and (v) BlueMountain Kicking Horse Fund GP, LLC (“BMKH GP” and, together with BMCA GP, BMST GP, and BMGP GP, the
“General Partners”) is the general partner of BMKH and has an indirect profits interest in the securities beneficially
owned by it. BlueMountain GP Holdings, LLC (“GP Holdings”) is the sole owner of each of the General Partners and thus
has an indirect profits interest in the securities beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and
thus has an indirect profits interest in the securities beneficially owned by BMM.

At all times a holder of Series C Warrants, Series D Warrants and/or Series E Warrants, who is not a beneficial
owner of 10% or more of the outstanding Common Stock, may exercise only up to that number of Series E Warrants so that, upon exercise,
the aggregate beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than
9.99% of Common Stock then outstanding (other than in connection with a change of control of the Issuer).

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