| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
|
SAExploration Holdings, Inc. (f/k/a Trio Merger Corp.) | |
| (Name of Issuer) | |
|
Common Stock, $0.0001 par value | |
| (Title of Class of Securities) | |
|
78636X105 | |
| (CUSIP Number) | |
|
December 31, 2014 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 78636X105 | 13G/A | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON GLG Market Neutral Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 435,000 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 435,000 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 435,000 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.93% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 78636X105 | 13G/A | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON GLG Partners LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 435,000 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 435,000 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 435,000 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.93% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 78636X105 | 13G/A | Page 4 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON GLG Partners Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 435,000 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 435,000 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 435,000 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.93% | |||
| 12 |
TYPE OF REPORTING PERSON IA, HC | |||
| CUSIP No. 78636X105 | 13G/A | Page 5 of 6 Pages |
| This Amendment No. 2 (this "Amendment No. 2") amends the statement on Schedule 13G filed on July 1, 2011 (the "Original Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G"), with respect to shares of common stock, par value $0.0001 per share (the "Common Stock"), of SAExploration Holdings, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13G. This Amendment No. 2 amends and restates Items 4 and 5 in their entirety as set forth below. | |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Based upon the Company's Quarterly Report on Form 10-Q, filed on November 7, 2014, there were 14,870,549 shares of Common Stock outstanding as of October 31, 2014. | |
| The Investment Manager, which serves as the investment manager to the Market Neutral Fund, may be deemed to be the beneficial owner of all Shares owned by the Market Neutral Fund. The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all Shares owned by the Market Neutral Fund. The Investment Manager and the General Partner hereby disclaim any beneficial ownership of any such Shares, except for their pecuniary interest therein. | |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [X] | |
| CUSIP No. 78636X105 | 13G/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 13, 2015
| GLG MARKET NEUTRAL FUND | ||
|
By: GLG Partners LP, its Investment Manager
|
||
| By: /s/ Michelle Robyn Grew | ||
| Name: Michelle Robyn Grew | ||
| Title: Global Head of Compliance & Regulatory | ||
| GLG PARTNERS LIMITED | ||
|
Individually and in its capacity as General Partner of GLG Partners LP
|
||
| By: /s/ Jasveer Singh | ||
| Name: Jasveer Singh | ||
| Title: Director | ||