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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Sgro David   2. Issuer Name and Ticker or Trading Symbol SAExploration Holdings, Inc. [SAEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 777 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/14/2014 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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 Common Stock (1) 02/14/2014(2)   A   42,280 A (1) 204,048 D

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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

Warrants

$ 0

02/14/2014(2)

D

22,806

06/24/2013

06/24/2016

Warrants

22,806

(1)

0

D

Warrants (3)

$ 0

02/14/2014(2)

D

400,000

01/10/2014

06/24/2016

Warrants (Right to Buy)

400,000

(1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sgro David 777 THIRD AVENUE 37TH FLOOR NEW YORK, NY 10017	X

Signatures

/s/ David Sgro		03/28/2014
**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)	The shares were issued pursuant to the SAExploration Holdings, Inc. (the "Company") warrant exchange offer in which each holder of the Company's warrants had the opportunity to receive one share of the Company's common stock, par value $0.0001, in exchange for every ten outstanding warrants tendered by the holder in the exchange (the "Warrant Exchange"). The issuance of the shares in the Warrant Exchange was registered pursuant to a Registration Statement on Form S-4, as amended, filed by the Company with the Securities and Exchange Commission.
(2)	The Warrant Exchange shares were issued on February 14, 2014, after the close of the Warrant Exchange offer period, which ran from January 7, 2014 until February 7, 2014.
(3)	These Warrants were issued pursuant to the conversion of certain Third Amended and Restated Promissory Notes issued by the Company in the aggregate principal amount of $200,000 to evidence working capital loans made to the Company.

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