Sec Form 13D Filing - Assured Investment Management LLC @ SAExploration Holdings Inc.

Sec Form 13D Filing - Assured Investment Management LLC filing for SAExploration Holdings Inc. (SAEX) - 2020-11-04

Insider filing report for Changes in Beneficial Ownership

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

SAEXPLORATION HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

78636X204

(CUSIP Number)

Eric M. Albert

Assured Investment Management LLC

280 Park Avenue, 12^th Floor

New York, New York 10017

212-905-5647

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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).


1		NAMES OF REPORTING PERSONS Assured Investment Management LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

The percentage set forth in Row 13 of this Cover Page is based on 10,489,755 shares of Common Stock (as defined in Item 1) outstanding, which represents the sum of (i) the 6,612,332 shares of Common Stock outstanding as of August 12, 2020, as reported on Form 10-Q (as defined in Item 5) plus (ii) the 3,877,423 shares of Common Stock into which the Series C Warrants, Series D Warrants, Series E Warrants, Series F Warrants and Convertible Notes (as defined below) held by the Funds (as defined below) are convertible.


CUSIP No. 78636X204		Page 3

Assured Investment Management LLC (“AssuredIM”) is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. (“BMCA”), which is the direct owner of 165,736 shares of Common Stock, 1,585,686 Series C Warrants, 3,239,910 Series D Warrants, 17,310,715 Series E Warrants, 126,829 Series F Warrants and 6.00% Senior Secured Convertible Notes due 2023 (the “Convertible Notes”) in the principal amount of $8,854,000 which are convertible, at the option of the holder, into 1,539,826 shares of Common Stock; (ii) BlueMountain Guadalupe Peak Fund L.P. (“BMGP”), which is the direct owner of 8,011 shares of Common Stock, 76,393 Series C Warrants, 156,099 Series D Warrants and 839,687 Series E Warrants; (iii) BlueMountain Kicking Horse Fund L.P. (“BMKH”), which is the direct owner of 6,100 shares of Common Stock, 58,174 Series C Warrants, 118,862 Series D Warrants, 639,477 Series E Warrants, 4,658 Series F Warrants and Convertible Notes in the principal amount of $325,000 which are convertible, at the option of the holder, into 56,521 shares of Common Stock; (iv) BlueMountain Summit Trading L.P. (“BMST” and, together with BMCA, BMGP and BMKH, the “Partnerships”), which is the direct owner of 15,880 shares of Common Stock, 151,711 Series C Warrants, 309,981 Series D Warrants, 1,661,446 Series E Warrants, 12,136 Series F Warrants and Convertible Notes in the principal amount of $847,000 which are convertible, at the option of the holder, into 147,304 shares of Common Stock; (v) BlueMountain Timberline Ltd. (“BMT”), which is the direct owner of 7,742 shares of Common Stock, 91,815 Series C Warrants, 187,597 Series D Warrants and 1,007,027 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 36,963 shares of Common Stock, 353,634 Series C Warrants, 722,542 Series D Warrants, 3,860,770 Series E Warrants, 28,278 Series F Warrants and Convertible Notes in the principal amount of $1,974,000 which are convertible, at the option of the holder, into 343,304 shares of Common Stock. AssuredIM, 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 BMCA; (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 BMST; (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 BMGP; (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 BMM; 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 BMKH. Assured Investment Management 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. AssuredIM 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, Series E Warrants, Series F Warrants and/or Convertible Notes who is not a beneficial owner of 10% or more of the outstanding Common Stock, may only convert such Convertible Notes into Common Stock and/or exercise only up to that number of warrants so that, upon conversion/exercise (as applicable), 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).


CUSIP No. 78636X204		Page 4


1		NAMES OF REPORTING PERSONS Assured Investment Management GP Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

The percentage set forth in Row 13 of this Cover Page is based on 10,489,755 shares of Common Stock outstanding, which represents the sum of (i) the 6,612,332 shares of Common Stock outstanding as of August 12, 2020, as reported on Form 10-Q plus (ii) the 3,877,423 shares of Common Stock into which the Series C Warrants, Series D Warrants, Series E Warrants, Series F Warrants and Convertible Notes held by the Funds are convertible.

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.


CUSIP No. 78636X204		Page 5

BMCA is the direct owner of 165,736 shares of Common Stock, 1,585,686 Series C Warrants, 3,239,910 Series D Warrants, 17,310,715 Series E Warrants, 126,829 Series F Warrants and Convertible Notes in the principal amount of $8,854,000 which are convertible, at the option of the holder, into 1,539,826 shares of Common Stock; (ii) BMGP is the direct owner of 8,011 shares of Common Stock, 76,393 Series C Warrants, 156,099 Series D Warrants and 839,687 Series E Warrants; (iii) BMKH is the direct owner of 6,100 shares of Common Stock, 58,174 Series C Warrants, 118,862 Series D Warrants, 639,477 Series E Warrants, 4,658 Series F Warrants and Convertible Notes in the principal amount of $325,000 which are convertible, at the option of the holder, into 56,521 shares of Common Stock; and (iv) BMST is the direct owner of 15,880 shares of Common Stock, 151,711 Series C Warrants, 309,981 Series D Warrants, 1661,446 Series E Warrants, 12,136 Series F Warrants and Convertible Notes in the principal amount of $847,000 which are convertible, at the option of the holder, into 147,304 shares of Common Stock.


CUSIP No. 78636X204		Page 6


1		NAMES OF REPORTING PERSONS Blue Mountain CA Master Fund GP, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

BMCA GP is the general partner of BMCA and has an indirect profits interest in the securities beneficially owned by BMCA. BMCA is the direct owner of 165,736 shares of Common Stock, 1,585,686 Series C Warrants, 3,239,910 Series D Warrants, 17,310,715 Series E Warrants, 126,829 Series F Warrants and Convertible Notes in the principal amount of $8,854,000 which are convertible, at the option of the holder, into 1,539,826 shares of Common Stock.


CUSIP No. 78636X204		Page 7


CUSIP No. 78636X204		Page 8


1		NAMES OF REPORTING PERSONS Blue Mountain Credit Alternatives Master Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)


CUSIP No. 78636X204		Page 9


1		NAMES OF REPORTING PERSONS BlueMountain Long/Short Credit GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

BMGP GP is the general partner of BMGP and has an indirect profits interest in the securities beneficially owned by BMGP. BMGP is the direct owner of 8,011 shares of Common Stock, 76,393 Series C Warrants, 156,099 Series D Warrants and 839,687 Series E Warrants.

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 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).


CUSIP No. 78636X204		Page 10


1		NAMES OF REPORTING PERSONS BlueMountain Guadalupe Peak Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instr uctions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

BMGP is the direct owner of 8,011 shares of Common Stock, 76,393 Series C Warrants, 156,099 Series D Warrants and 839,687 Series E Warrants.


CUSIP No. 78636X204		Page 11


1		NAMES OF REPORTING PERSONS BlueMountain Kicking Horse Fund GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

BMKH GP is the general partner of BMKH and has an indirect profits interest in the securities beneficially owned by BMKH. BMKH is the direct owner of 6,100 shares of Common Stock, 58,174 Series C Warrants, 118,862 Series D Warrants, 639,477 Series E Warrants, 4,658 Series F Warrants and Convertible Notes in the principal amount of $325,000 which are convertible, at the option of the holder, into 56,521 shares of Common Stock.


CUSIP No. 78636X204		Page 12


CUSIP No. 78636X204		Page 13


1		NAMES OF REPORTING PERSONS BlueMountain Kicking Horse Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

(1)

BMKH is the direct owner of 6,100 shares of Common Stock, 58,174 Series C Warrants, 118,862 Series D Warrants, 639,477 Series E Warrants, 4,658 Series F Warrants and Convertible Notes in the principal amount of $325,000 which are convertible, at the option of the holder, into 56,521 shares of Common Stock.


CUSIP No. 78636X204		Page 14


CUSIP No. 78636X204		Page 15


1		NAMES OF REPORTING PERSONS BlueMountain Timberline Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

(1)

BMT is the direct owner of 7,742 shares of Common Stock, 91,815 Series C Warrants, 187,597 Series D Warrants and 1,007,027 Series E Warrants.


CUSIP No. 78636X204		Page 16


1		NAMES OF REPORTING PERSONS BlueMountain Summit Opportunities GP II, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

BMST GP is the general partner of BMST and has an indirect profits interest in the securities beneficially owned by BMST. BMST is the direct owner of 15,880 shares of Common Stock, 151,711 Series C Warrants, 309,981 Series D Warrants, 1,661,446 Series E Warrants, 12,136 Series F Warrants and Convertible Notes in the principal amount of $847,000 which are convertible, at the option of the holder, into 147,304 shares of Common Stock.


CUSIP No. 78636X204		Page 17


CUSIP No. 78636X204		Page 18


1		NAMES OF REPORTING PERSONS BlueMountain Summit Trading L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America

(1)

BMST is the direct owner of 15,880 shares of Common Stock, 151,711 Series C Warrants, 309,981 Series D Warrants, 1,661,448 Series E Warrants, 12,136 Series F Warrants and Convertible Notes in the principal amount of $847,000 which are convertible, at the option of the holder, into 147,304 shares of Common Stock.


CUSIP No. 78636X204		Page 19


1		NAMES OF REPORTING PERSONS BlueMountain Montenvers GP S.à r.l.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3 & #xA0;		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

(1)

BMM GP is the general partner of BMM and has an indirect profits interest in the securities beneficially owned by BMM. BMM is the direct owner of 36,963 shares of Common Stock, 353,634 Series C Warrants, 722,542 Series D Warrants, 3,860,770 Series E Warrants, 28,278 Series F Warrants and Convertible Notes in the principal amount of $1,974,000 which are convertible, at the option of the holder, into 343,304 shares of Common Stock.


CUSIP No. 78636X204		Page 20


CUSIP No. 78636X204		Page 21


1		NAMES OF REPORTING PERSONS BlueMountain Montenvers Master Fund SCA SICAV-SIF
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

(1)

BMM is the direct owner of 36,963 shares of Common Stock, 353,634 Series C Warrants, 722,542 Series D Warrants, 3,860,770 Series E Warrants, 28,278 Series F Warrants and Convertible Notes in the principal amount of $1,974,000 which are convertible, at the option of the holder, into 343,304 shares of Common Stock.


CUSIP No. 78636X204		Page 22


CUSIP No. 78636X204		Page 23

Item 1. Security of the Issuer.

This Amendment No. 9 amends the Schedule 13D filed with the Securities Exchange Commission (the “SEC”) on August 8, 2016 (as amended, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of SAExploration Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Paragraphs (a), (b) , (c) and (f) of the Schedule 13D are hereby deleted and replaced with the following:

(a-c) This Statement is being filed by the following beneficial owners of Common Stock (each, a “Reporting Person”):

(i)

Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (“BMCA”), with respect to the Common Stock directly owned by it;

(ii)

Blue Mountain CA Master Fund GP, Ltd., a Cayman Islands exempted limited company (“BMCA GP”), with respect to the Common Stock directly owned by BMCA;

(iii)

BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership (“BMGP”), with respect to the Common Stock directly owned by it;

(iv)

BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (“BMGP GP”), with respect to the Common Stock directly owned by BMGP;

(v)

BlueMountain Kicking Horse Fund, L.P., a Delaware limited partnership (“BMKH”), with respect to the Common Stock directly owned by it;

(vi)

BlueMountain Kicking Horse Fund GP, LLC, a Delaware limited liability company (“BMKH GP”), with respect to the Common Stock directly owned by BMKH;

(vii)

BlueMountain Timberline Ltd., a Cayman Islands exempted limited company (“BMT”), with respect to the Common Stock directly owned by it;

(viii)

BlueMountain Summit Trading L.P., a Delaware limited partnership (“BMST” and, together with BMCA, BMGP and BMKH, the “Partnerships”), with respect to the Common Stock directly owned by it;

(ix)

BlueMountain Summit Opportunities GP II, LLC, a Delaware limited liability company (“BMST GP” and, together with BMCA GP, BMGP GP and BMKH GP, the “General Partners”), with respect to the Common Stock directly owned by BMST;

(x)

BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable share capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg (“BMM” and, together with the Partnerships and BMT, the “Funds”), with respect to the Common Stock directly owned by it;

(xi)

BlueMountain Montenvers GP S.à r.l., a private limited company incorporated under the laws of Luxembourg (“BMM GP”), with respect to the Common Stock directly owned by BMM;

(xii)

Assured Investment Management GP Holdings LLC, a Delaware limited liability company (f/k/a BlueMountain GP Holdings, LLC) (“GP Holdings”), which serves as the sole owner of each of the General Partners, with respect to the Common Stock directly owned by each of the Partnerships; and

(xiii)

Assured Investment Management LLC, a Delaware limited liability company (f/k/a BlueMountain Capital Management, LLC) (“AssuredIM” or the “Investment Manager”), which serves as investment manager to the Funds, and has investment discretion with respect to the Common Stock directly owned by the Funds.

The principal business of: (i) each of the Funds is to serve as a private investment fund; (ii) each of the General Partners and BMM GP is to serve as the general partner of the Partnerships and BMM, respectively; (iii) GP Holdings is to serve as the sole owner of each of the General Partners; and (iv) the Investment Manager is to serve as investment manager to, and to make investment decisions on behalf of, the Funds.


CUSIP No. 78636X204		Page 24

The executive officers, directors, and control persons of the Reporting Persons are as follows:


David Buzen		Chief Executive Officer and Chief Investment Officer of the Investment Manager; Chief Executive Officer and Chief Investment Officer of GP Holdings

Alan Gerstein		Director of BMT; Manager of BMGP GP; Manager of BMKH GP; Manager of BMST GP; Manager of BMM GP

Elizabeth Gile		Director of BMCA GP; Manager of BMGP GP; Manager of BMKH GP; Manager of BMST GP

Gary Linford		Director of BMCA GP; Manager of BMGP GP; Manager of BMKH GP; Manager of BMST GP

Mark Shapiro		Director of BMCA GP; Director of BMT; Manager of BMGP GP; Manager of BMKH GP; Manager of BMST GP; Manager of BMM GP

William Reeves		Director of BMCA GP

Todd Groome		Manager of BMM GP

Dawn Jasiak		Manager of BMM GP

Dylan Davies		Manager of BMM GP

The business address of each Fund (other than BMGP, BMKH, BMST and BMM) and BMCA GP is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMGP, BMKH, BMST, each General Partner (except BMCA GP), GP Holdings, the Investment Manager, Mr. Buzen, Mr. Gerstein, Ms. Gile, Ms. Jasiak, Mr. Shapiro and Mr. Reeves is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Linford and Mr. Groome is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands. The business address of each of BMM, BMM GP and Mr. Davies is 6D, Route de Treves, L-2633 Seningerberg, Luxembourg B176.316.

(f) Mr. Buzen, Mr. Gerstein, Ms. Gile, Ms. Jasiak, Mr. Reeves, Mr. Shapiro and Mr. Groome are each U.S. citizens. Mr. Linford is a South African citizen. Mr. Davies is a British citizen.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of the Schedule 13D are hereby deleted and replaced with the following:

(a-b) All percentages set forth in this Schedule 13D are based on 10,489,755 outstanding shares of Common Stock, which represents the sum of (i) the 6,612,332 shares of Common Stock outstanding as of August 12, 2020, as reported on the Issuer’s Form 10-Q filed with the SEC on August 14, 2020 (“< b>Form 10-Q”) plus (ii) the 3,877,423 shares of Common Stock into which the Series C Warrants, Series D Warrants, Series E Warrants, Series F Warrants and Convertible Notes held by the Funds are convertible. The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.

Each General Partner, BMM GP, GP Holdings and AssuredIM, each expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.

None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to include the following:

On November 1, 2020, the Issuer and certain creditors, including BMCA, BMKH, BMST and BMM (collectively, the “Supporting Parties”), entered into an Amendment to the Restructuring Support Agreement (the “RSA Amendment”) pursuant to which the Issuer and the Supporting Parties agreed to amend the Restructuring Support Agreement by and among the Issuer and the Supporting Parties dated as of August 27, 2020.


CUSIP No. 78636X204		Page 25

The foregoing description of the RSA Amendment is a summary only and is qualified in its entirety by the terms and conditions of the RSA Amendment, which is filed as Exhibit 11 hereto and is incorporated herein by reference.

On November 1, 2020, the Issuer and the Supporting Parties, including BMCA, BMKH, BMST and BMM, entered into an Amendment to the Backstop Commitment Agreement (the “BCA Amendment”) pursuant to which the Issuer and the Supporting Parties agreed to amend the Backstop Commitment Agreement by and among the Issuer and the Supporting Parties dated as of August 27, 2020.

The foregoing description of the BCA Amendment is a summary only and is qualified in its entirety by the terms and conditions of the BCA Amendment, which is filed as Exhibit 12 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the 13D is hereby amended to include the following:

30. Amendment to the Restructuring Support Agreement dated as of November 1, 2020 by and among the parties identified therein, attached as Exhibit 11 hereto.

31. Amendment to the Backstop Commitment Agreement dated as of November 1, 2020 by and among the parties identified therein, attached as Exhibit 12 hereto.


CUSIP No. 78636X204		Page 26

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

Date: November 4, 2020


ASSURED INVESTMENT MANAGEMENT LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN KICKING HORSE FUND L.P.
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN TIMBERLINE LTD.

By:		/s/ ALAN GERSTEIN
Name: Alan Gerstein, Director


CUSIP No. 78636X204		Page 27


BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN SUMMIT TRADING L.P.
BY: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC

By:		/s/ ERIC M. ALBERT
Name: Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN MONTENVERS GP S.à r.l.

By:		/s/ DAWN JASIAK
Name: Dawn Jasiak, Manager

BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.

By:		/s/ DAWN JASIAK
Name: Dawn Jasiak, Manager

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

*see below (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

*see below (1)