SCHEDULE 13G
Under the Securities Exchange Act of 1934
SAEXPLORATION HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
78636X204
(CUSIP Number)
February 6, 2019
(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)
?
Rule 13d-1(c)
?
Rule 13d-1(d)
* 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. 78636X204
1
NAME OF REPORTING PERSONS
Ducera LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
242,795
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
242,795
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,795
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7% (1)
12
TYPE OF REPORTING PERSON (See Instructions)
OO
(1) This percentage is calculated based on 3,650,140 shares of Common
Stock outstanding, which is the sum of
(a) 3,407,345 shares of Common Stock reported as outstanding by SAExploration
Holdings, Inc. (the "Issuer") as of February 6, 2019,
and (b) 242,795 additional shares of Common Stock issued to Ducera LLC.
CUSIP No. 78636X204
1
NAME OF REPORTING PERSONS
Michael A. Kramer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
242,795
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
242,795
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,795
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7% (1)
12
TYPE OF REPORTING PERSON (See Instructions)
IN
(1) This percentage is calculated based on 3,650,140 shares of Common
Stock outstanding, which is the sum of (a) 3,407,345 shares
of Common Stock reported as outstanding by SAExploration Holdings,
Inc. (the "Issuer") as of February 6, 2019, and
(b) 242,795 additional shares of Common Stock issued to Ducera LLC.
Item 1.
(a)
Name of Issuer:
SAEXPLORATION HOLDINGS, INC. (the "Issuer")
(b)
Address of Issuer's Principal Executive Offices:
3rd Floor, 3333 8 Street SE
Calgary, AB T2G 3A4
Canada
Item 2.
(a)
Name of Person Filing:
This Schedule 13G is being filed by:
Ducera LLC ("Ducera")
Michael A. Kramer ("Mr. Kramer")
(collectively, the "Reporting Persons").
(b)
Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each Reporting Person
is 499 Park Avenue, New York, New York 10022.
(c)
Citizenship:
The Reporting Persons are citizens of:
Ducera - Delaware
Mr. Kramer - USA
(d)
Title of Class of Securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number:
78636X204
Item 3.
If this statement is filed pursuant to 240.13d-1(b),or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)
?
Broker or dealer registered under section 15 of the Act.
(b)
?
Bank as defined in section 3(a)(6) of the Act.
(c)
?
Insurance company as defined in section 3(a)(19) of the Act.
(d)
?
Investment company registered under section 8 of the Investment
Company Act of 1940.
(e)
?
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
(f)
?
An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g)
?
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G).
(h)
?
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i)
?
A church plan that is excluded from the definition of an
investment company under
section 3(c)(14) of the Investment Company Act.
(j)
?
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J).
(k)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.
Ownership.
(a) Amount beneficially owned:
The Reporting Persons are the beneficial owners of 242,795 shares
of Common Stock of the Issuer
representing 6.7% of the Issuer's Common Stock outstanding,
based upon 3,650,140
shares of Common Stock outstanding, which is
the sum of (a) 3,407,345 shares of Common Stock reported
as outstanding by the Issuer
as of February 6, 2019, and (b) 242,795 additional
shares of Common Stock issued to Ducera. The Reporting
Persons' beneficial ownership
consists of 242,795 shares of Common Stock held directly
by Ducera. Mr. Kramer is the Chief Executive Officer and manager of Ducera.
(b) Percent of class:
Ducera - 6.7%
Mr. Kramer: - 6.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Ducera - 0
Mr. Kramer: - 0
(ii) Shared power to vote or to direct the vote:
Ducera - 242,795
Mr. Kramer: - 242,795
(iii) Sole power to dispose or to direct the disposition of:
Ducera - 0
Mr. Kramer: - 0
(iv) Shared power to dispose or to direct the disposition of :
Ducera - 242,795
Mr. Kramer: - 242,795
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 the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities,
check the following. ?
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Not applicable.Item 10.
Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect, other than
activities solely in connection with a nomination under 240.14a-11.
Exhibit Index
Exhibit A - Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 6, 2019
DUCERA LLC
By:
_________________________ _
Name: Michael A. Kramer
Title: Chief Executive Officer
__________________________________
Michael A. Kramer
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of
the undersigned, and any amendments thereto executed by
the undersigned shall be filed on behalf of each of the undersigned
without the necessity of filing any additional joint
filing agreement. The undersigned acknowledge that each is
responsible for the timely filing of such statement on
Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning him, her or
it contained therein, but shall not be responsible for the
completeness or accuracy of the information concerning
the others of the undersigned, except to the extent that he, she
or it knows or has reason to believe that such
information is inaccurate or incomplete. This Joint Filing Agreement
may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
Dated: February 6, 2019
DUCERA LLC
By: __________________________
Name: Michael A. Kramer
Title: Chief Executive Officer
__________________________________
Michael A. Kramer