Ownership Submission
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 OF SECURITIES

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: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
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 (Month/Day/Year)
01/29/2018
(Street)

MINNEAPOLIS, MN 55416		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/01/2018		 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
8.0% Cumulative Perpetual Series A Preferred Stock (3) 01/29/2018   J   8,514   01/29/2018   (3) Common Stock (3) (3) 8,514 I See Footnote (1) (3)
Mandatorily Convertible Series B Preferred Stock (3) 01/29/2018   J   229,913     (3)   (3) Common Stock (3) (3) 229,913 I See Footnote (1) (3)
Series C Warrants (3) 01/29/2018   J   2,446,026   01/29/2018   (3) Common Stock (3) (3) 2,446,026 I See Footnote (1) (3)
8.0% Cumulative Perpetual Series A Preferred Stock (3) 01/29/2018   J   5,077   01/29/2018   (3) Common Stock (3) (3) 5,077 D (2)  
Mandatorily Convertible Series B Preferred Stock (3) 01/29/2018   J   137,084     (3)   (3) Common Stock (3) (3) 137,084 D (2)  
Series C Warrants (3) 01/29/2018   J   1,458,434   01/29/2018   (3) Common Stock (3) (3) 1,458,434 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WHITEBOX ADVISORS LLC
3033 EXCELSIOR BOULEVARD, SUITE 300
MINNEAPOLIS, MN 55416		     X    
WHITEBOX GENERAL PARTNER LLC
3033 EXCELSIOR BOULEVARD, SUITE 300
MINNEAPOLIS, MN 55416		     X    
Whitebox Multi-Strategy Partners LP
ESTERA CORPORATE SERVICES (BVI) LTD.
JAYLA PL, WICKHAMS CAY 1 BX 3190 RD TOWN
TORTOLA, BVI VG1110		     X    

Signatures

 WHITEBOX ADVISORS LLC By: /s/ Elissa Weddle, Chief Legal Officer   02/06/2018
**Signature of Reporting Person Date
 Whitebox General Partner LLC By: /s/ Elissa Weddle, Chief Legal Officer   02/06/2018
**Signature of Reporting Person Date
 WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/ Elissa Weddle, Chief Legal Officer   02/06/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") (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 Private Funds, Whitebox Advisors LLC and Whitebox General Partner LLC disclaim beneficial ownership of the reported securities 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.
(2) These securities are directly beneficially owned by WMP.
(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. Reference is made to the Issuer's 8-K and the attachments thereto filed on February 1, 2018.
 
Remarks:
The original Form 4 filed by the Reporting Persons with the Securities and Exchange Commission on February 1, 2018 (the "Original Form 4") incorrectly checked the box to constitute an exit filing. This Form 4 amends and restates the Original Form 4 in its entirety.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.