Amended Statement of Beneficial Ownership (sc 13d/a)
12 Janeiro 2022 - 06:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Civeo Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
178787107
(CUSIP Number)
Torgerson Family Trust and 989677 Alberta
Ltd.
9645 45 Avenue NW
Edmonton, Alberta, Canada T6E 5Z8
Attention: Lance Torgerson
- with copies to -
Dentons Canada LLP
2900 Manulife Place
10180 – 101 St. NW
Edmonton, AB T5J 3V5
Attention: Leanne Krawchuk
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
January 5, 2022
(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 Rule 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).
CUSIP No. 178787107
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1 |
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NAME OF REPORTING PERSON
Torgerson Family Trust
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Province of British Columbia, Canada
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|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7 |
|
SOLE VOTING POWER
-0-
|
|
|
8 |
|
SHARED VOTING POWER
1,428,279
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
1,428,279
|
|
|
|
|
|
|
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,279
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
|
|
14 |
|
TYPE OF REPORTING PERSON
OO
|
2
CUSIP No. 178787107
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1 |
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NAME OF REPORTING PERSON
989677 Alberta Ltd.
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Alberta, Canada
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7 |
|
SOLE VOTING POWER
-0-
|
|
|
8 |
|
SHARED VOTING POWER
446,891
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
446,891
|
|
|
|
|
|
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,891
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.14%
|
|
14 |
|
TYPE OF REPORTING PERSON
CO
|
3
CUSIP No. 178787107
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1 |
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NAME OF REPORTING PERSON
Svenco Investments Ltd.
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Alberta, Canada
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7 |
|
SOLE VOTING POWER
-0-
|
|
|
8 |
|
SHARED VOTING POWER
446,891 (1)
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
446,891 (1)
|
|
|
|
|
|
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,891 (1)
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.14%
|
|
14 |
|
TYPE OF REPORTING PERSON
CO
|
| (1) |
Svenco Investments Ltd. may be deemed to be the
beneficial owner of 446,891 shares held indirectly by Svenco
Investments Ltd. as the direct owner of all of the voting shares of
989677 Alberta Ltd.
|
4
CUSIP No. 178787107
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1 |
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NAME OF REPORTING PERSON
Lance Torgerson
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Alberta, Canada
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7 |
|
SOLE VOTING POWER
-0-
|
|
|
8 |
|
SHARED VOTING POWER
1,875,170 (2)
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
1,875,170 (2)
|
|
|
|
|
|
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,170 (2)
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.16%
|
|
14 |
|
TYPE OF REPORTING PERSON
IN
|
| (2) |
Lance Torgerson may be deemed to be the beneficial
owner of the shares held directly by Torgerson Family Trust, of
which Lance Torgerson is one of three co-trustees and a beneficiary, and the
shares held directly by 989677 Alberta Ltd., of which Lance
Torgerson is the sole director and, as the owner of 100% of the
voting shares of Svenco Investments Ltd., is the indirect
beneficial owner of all of the voting shares of 989677 Alberta
Ltd.
|
5
CUSIP No. 178787107
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1 |
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NAME OF REPORTING PERSON
Tammy Torgerson
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Alberta, Canada
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7 |
|
SOLE VOTING POWER
-0-
|
|
|
8 |
|
SHARED VOTING POWER
1,875,170 (3)
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
1,875,170 (3)
|
|
|
|
|
|
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,170 (3)
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.16%
|
|
14 |
|
TYPE OF REPORTING PERSON
IN
|
| (3) |
Mrs. Torgerson may be deemed to be the beneficial
owner of the shares held by her spouse Lance Torgerson.
|
6
CUSIP No. 178787107
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|
1 |
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NAME OF REPORTING PERSON
Richard Torgerson
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Alberta, Canada
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7 |
|
SOLE VOTING POWER
-0-
|
|
|
8 |
|
SHARED VOTING POWER
1,428,279 (4)
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
1,428,279 (4)
|
|
|
|
|
|
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,279 (4)
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
|
|
14 |
|
TYPE OF REPORTING PERSON
IN
|
| (4) |
Richard Torgerson may be deemed to be the beneficial
owner of the shares held directly by Torgerson Family Trust, of
which Richard Torgerson is one of three co-trustees.
|
7
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 to Schedule 13D/A (the “Amendment”)
relates to Common Shares (“Common Shares”) of Civeo Corporation, a
British Columbia corporation (the “Issuer” or the “Company”). This
Amendment is being filed to amend the Schedule 13D/A that was filed
on March 8, 2019 (the “Schedule 13D”). This Amendment is being
filed to update Item 5 to the Schedule 13D. Other than information
set forth on the cover pages and Item 5 below, no other information
in the Schedule 13D is being amended. Unless otherwise indicated in
this Amendment, all capitalized terms have the meanings ascribed to
them in the Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer
|
(a) and (b) The information on the cover pages are
incorporated by reference to this Item 5(a) and 5(b).
The ownership percentage is calculated based upon 14,250,180 of the
Issuer’s Common Shares outstanding as of October 25, 2021, as
reported in the Issuer’s quarterly report for the period ending
September 30, 2021 on the Form 10-Q filed with the Securities and
Exchange Commission (the “SEC”) on October 28, 2021.
(c) The following table sets forth all transactions with
respect to the Common Shares effected during the past sixty
(60) days prior to the effective date of this Amendment
No. 5 to Schedule 13D by the Reporting Persons. All
transactions were made on the New York Stock Exchange.
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Date of
Transaction
|
|
Transaction |
|
Number of
securities sold
(Torgerson Family
Trust): |
|
|
Number of
securities sold
(989677 Alberta
Ltd.): |
|
|
Total shares
sold |
|
|
Volume
Weighted
Average
Price |
|
|
Oct-18-2021
|
|
Sale |
|
|
5,084 |
|
|
|
753 |
|
|
|
5,837 |
|
|
$ |
23.03 |
|
|
Oct-19-2021
|
|
Sale |
|
|
4,933 |
|
|
|
731 |
|
|
|
5,664 |
|
|
$ |
22.81 |
|
|
Oct-20-2021
|
|
Sale |
|
|
4,899 |
|
|
|
726 |
|
|
|
5,625 |
|
|
$ |
22.46 |
|
|
Oct-21-2021
|
|
Sale |
|
|
4,905 |
|
|
|
727 |
|
|
|
5,632 |
|
|
$ |
22.69 |
|
|
Oct-22-2021
|
|
Sale |
|
|
5,106 |
|
|
|
757 |
|
|
|
5,863 |
|
|
$ |
22.71 |
|
|
Oct-25-2021
|
|
Sale |
|
|
4,942 |
|
|
|
732 |
|
|
|
5,674 |
|
|
$ |
22.54 |
|
|
Oct-26-2021
|
|
Sale |
|
|
5,040 |
|
|
|
747 |
|
|
|
5,787 |
|
|
$ |
22.68 |
|
|
Oct-27-2021
|
|
Sale |
|
|
5,018 |
|
|
|
743 |
|
|
|
5,761 |
|
|
$ |
22.51 |
|
|
Oct-28-2021
|
|
Sale |
|
|
5,140 |
|
|
|
762 |
|
|
|
5,902 |
|
|
$ |
22.56 |
|
|
Oct-29-2021
|
|
Sale |
|
|
5,534 |
|
|
|
820 |
|
|
|
6,354 |
|
|
$ |
22.56 |
|
|
Nov-01-2021
|
|
Sale |
|
|
5,737 |
|
|
|
850 |
|
|
|
6,587 |
|
|
$ |
22.79 |
|
|
Nov-02-2021
|
|
Sale |
|
|
5,702 |
|
|
|
845 |
|
|
|
6,547 |
|
|
$ |
22.48 |
|
|
Nov-03-2021
|
|
Sale |
|
|
5,835 |
|
|
|
865 |
|
|
|
6,700 |
|
|
$ |
22.45 |
|
|
Nov-04-2021
|
|
Sale |
|
|
6,012 |
|
|
|
891 |
|
|
|
6,903 |
|
|
$ |
22.75 |
|
|
Nov-05-2021
|
|
Sale |
|
|
6,067 |
|
|
|
899 |
|
|
|
6,966 |
|
|
$ |
23.09 |
|
|
Nov-08-2021
|
|
Sale |
|
|
5,845 |
|
|
|
866 |
|
|
|
6,711 |
|
|
$ |
22.67 |
|
|
Nov-09-2021
|
|
Sale |
|
|
5,846 |
|
|
|
866 |
|
|
|
6,712 |
|
|
$ |
22.67 |
|
|
Nov-10-2021
|
|
Sale |
|
|
5,770 |
|
|
|
855 |
|
|
|
6,625 |
|
|
$ |
22.92 |
|
|
Nov-11-2021
|
|
Sale |
|
|
5,940 |
|
|
|
880 |
|
|
|
6,820 |
|
|
$ |
22.81 |
|
|
Nov-12-2021
|
|
Sale |
|
|
5,950 |
|
|
|
881 |
|
|
|
6,831 |
|
|
$ |
21.78 |
|
|
Dec-15-2021
|
|
Sale |
|
|
4,343 |
|
|
|
643 |
|
|
|
4,986 |
|
|
$ |
19.55 |
|
|
Dec-16-2021
|
|
Sale |
|
|
4,431 |
|
|
|
657 |
|
|
|
5,088 |
|
|
$ |
19.62 |
|
|
Dec-17-2021
|
|
Sale |
|
|
2,395 |
|
|
|
355 |
|
|
|
2,750 |
|
|
$ |
19.50 |
|
|
Dec-21-2021
|
|
Sale |
|
|
2,184 |
|
|
|
324 |
|
|
|
2,508 |
|
|
$ |
19.52 |
|
|
Dec-31-2021
|
|
Sale |
|
|
132 |
|
|
|
20 |
|
|
|
152 |
|
|
$ |
19.50 |
|
|
Jan-03-2021
|
|
Sale |
|
|
3,702 |
|
|
|
548 |
|
|
|
4,250 |
|
|
$ |
19.57 |
|
|
Jan-04-2021
|
|
Sale |
|
|
348 |
|
|
|
52 |
|
|
|
400 |
|
|
$ |
19.52 |
|
|
Jan-05-2021
|
|
Sale |
|
|
4,033 |
|
|
|
598 |
|
|
|
4,631 |
|
|
$ |
19.52 |
|
(d) Not applicable.
(e) Not applicable.
8
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: |
|
January 10, 2022 |
|
| Torgerson Family Trust |
|
|
| By: |
|
/s/ Lance Torgerson
|
| Name: |
|
Lance Torgerson |
| Title: |
|
Trustee |
|
| 989677 Alberta Ltd. |
|
|
| By: |
|
/s/ Lance Torgerson
|
| Name: |
|
Lance Torgerson |
| Title: |
|
President |
|
| Svenco Investments Ltd. |
|
|
| By: |
|
/s/ Lance Torgerson
|
| Name: |
|
Lance Torgerson |
| Title: |
|
President |
|
|
/s/ Lance Torgerson
|
| Lance Torgerson |
|
|
/s/ Richard Torgerson
|
| Richard Torgerson |
|
|
/s/ Tammy Torgerson
|
| Tammy Torgerson |
9
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