Amended Statement of Beneficial Ownership (sc 13d/a)
07 Abril 2022 - 7:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Civeo
Corporation
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
178787107
(CUSIP Number)
Torgerson
Family Trust and 989677 Alberta Ltd.
9657 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)
April 4, 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 |
|
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 British Columbia,
Canada |
|
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|
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|
|
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
-0- |
| |
8 |
|
SHARED VOTING POWER
2,902,174
(1) |
| |
9 |
|
SOLE DISPOSITIVE POWER
-0- |
| |
10 |
|
SHARED DISPOSITIVE POWER
2,902,174
(1) |
|
|
|
|
|
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|
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,902,174 (1) |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 17.5% |
| 14 |
|
TYPE OF REPORTING
PERSON OO |
| (1) |
Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by
Torgerson Family Trust, which may be converted at the option of the holder. |
2
CUSIP No. 178787107
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| 1 |
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NAME OF REPORTING PERSON
989677 Alberta Ltd. |
| 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 |
|
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|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
-0- |
| |
8 |
|
SHARED VOTING POWER
320,206 |
| |
9 |
|
SOLE DISPOSITIVE POWER
-0- |
| |
10 |
|
SHARED DISPOSITIVE POWER
320,206 |
|
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|
|
|
|
|
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,206 |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 2.27% |
| 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. |
| 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
320,206
(2) |
| |
9 |
|
SOLE DISPOSITIVE POWER
-0- |
| |
10 |
|
SHARED DISPOSITIVE POWER
320,206
(2) |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,206 (2) |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 2.27% |
| 14 |
|
TYPE OF REPORTING
PERSON CO |
| (2) |
Svenco Investments Ltd. may be deemed to be the beneficial owner of 320,206 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 |
|
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
Canada |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
-0- |
| |
8 |
|
SHARED VOTING POWER
3,222,380
(3) |
| |
9 |
|
SOLE DISPOSITIVE POWER
-0- |
| |
10 |
|
SHARED DISPOSITIVE POWER
3,222,380
(3) |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,222,380 (3) |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 19.4% |
| 14 |
|
TYPE OF REPORTING
PERSON IN |
| (3) |
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 the voting shares of 989677 Alberta Ltd. Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option
of the holder. |
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
Canada |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
-0- |
| |
8 |
|
SHARED VOTING POWER
3,222,380
(4) |
| |
9 |
|
SOLE DISPOSITIVE POWER
-0- |
| |
10 |
|
SHARED DISPOSITIVE POWER
3,222,380
(4) |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,222,380 (4) |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 19.4% |
| 14 |
|
TYPE OF REPORTING
PERSON IN |
| (5) |
Mrs. Torgerson may be deemed to be the beneficial owner of the shares held by her spouse Lance Torgerson.
Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder, and the shares held directly by 989677 Alberta Ltd. of which her
spouse is the sole Director. |
6
CUSIP No. 178787107
|
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| 1 |
|
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
Canada |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
-0- |
| |
8 |
|
SHARED VOTING POWER
2,902,174
(5) |
| |
9 |
|
SOLE DISPOSITIVE POWER
-0- |
| |
10 |
|
SHARED DISPOSITIVE POWER
2,902,174
(5) |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,902,174 (5) |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 17.5% |
| 14 |
|
TYPE OF REPORTING
PERSON IN |
| (5) |
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. Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder.
|
7
AMENDMENT NO. 7 TO SCHEDULE 13D
This Amendment No. 7 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 14,110,721 of the Issuer’s Common Shares outstanding as of February 22, 2022, as reported in the
Issuer’s annual report for the period ending December 31, 2021 on the Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022.
(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. 7 to Schedule 13D by the Reporting Persons. The sale was a privately negotiated transaction.
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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 |
|
|
April-04-2022 |
|
|
Sale |
|
|
|
853,363 |
|
|
|
105,112 |
|
|
|
958,475 |
|
|
$ |
22.75 |
|
(d) Not applicable.
(e) Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 to the Schedule 13D is hereby supplemented as follows:
On April 4, 2022, Torgerson Family Trust and 989677 Alberta Ltd. entered into a Stock Purchase Agreement with Conversant Opportunity Master Fund L.P. and
the Issuer, for the sale of an aggregate of 958,475 Common Shares to Conversant Opportunity Master Fund L.P. at a price of $22.75 per share. Closing of the sale occurred on April 6, 2022.
Pursuant to the Stock Purchase Agreement, Torgerson Family Trust and 989677 Alberta Ltd. granted (i) the Issuer a primary right of first refusal to
purchase, and (ii) Conversant Opportunity Master Fund L.P. a secondary right of first refusal to purchase, 375,000 Common Shares that are held in escrow and to be released to Torgerson Family Trust and 989677 Alberta Ltd. in June 2022.
The foregoing summary of the terms of the Stock Purchase Agreement is not complete and is entirely qualified by reference to the full text of the Stock
Purchase Agreement, a copy of which is attached as Exhibit 99.5 hereto.
8
| Item 7. |
Material to Be Filed as Exhibits |
|
|
|
| Exhibit 99.1 |
|
Joint Filing Agreement, dated as of April
5, 2018, by and among the Reporting Persons. (Incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on April 9, 2018.) |
|
|
| Exhibit 99.2 |
|
Registration Rights, Lock-Up and Standstill Agreement, dated as of April
2, 2018, by and among and Civeo Corporation, Torgerson Family Trust and 989677 Alberta Ltd. (incorporated herein by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36246) filed
on April 2, 2018). |
|
|
| Exhibit 99.3 |
|
Share Purchase Agreement, dated November
26, 2017, by and among Civeo Corporation, Noralta Lodge Ltd., Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd. and Lance Torgerson (incorporated herein
by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36246) filed on November 27, 2017).
|
|
|
| Exhibit 99.4 |
|
Amending Agreement, dated March
15, 2018, by and among Civeo Corporation, Noralta Lodge Ltd., Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd. and Lance Torgerson (incorporated herein
by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36246) filed on March 16, 2018). |
|
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| Exhibit 99.5 |
|
Stock Purchase Agreement, dated April 4, 2022, by and among Civeo Corporation, Conversant Opportunity Master Fund L.P., Torgerson Family Trust, and 989677 Alberta Ltd. |
9
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: April 6, 2022
|
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|
| 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 |
10
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