Civeo Corp — Major Shareholding Notification 2023

Sep 18, 2023

SC 13D/A 1 d555416dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Civeo Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

178787107

(CUSIP Number)

Torlowna Investments 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)

September 14, 2023

(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

1	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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 0
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON OO

2

CUSIP No. 178787107

1	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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 160,104
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 160,104

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,104
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

3

CUSIP No. 178787107

1	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:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 160,104 (1)
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 160,104 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,104 (1)
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

(1) Svenco Investments Ltd. may be deemed to be the beneficial owner of 160,104 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

1	NAME OF REPORTING PERSON Torlowna 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:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 881,598
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 881,598

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,598
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON CO

5

CUSIP No. 178787107

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:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 1,041,702 (2)
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 1,041,702 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,041,702 (2)
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.0%
14	TYPE OF REPORTING PERSON IN

(2) Lance Torgerson may be deemed to be the beneficial owner of the shares held directly by Torlowna Investments Ltd. and 989677 Alberta Ltd., which are controlled by Lance Torgerson.

6

CUSIP No. 178787107

1	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:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 1,041,702 (3)
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 1,041,702 (3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,041,702 (3)
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.0%
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.

7

CUSIP No. 178787107

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:	SOLE VOTING POWER -0-
8	SHARED VOTING POWER 0
9	SOLE DISPOSITIVE POWER -0-
10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

8

AMENDMENT NO. 13 TO SCHEDULE 13D

This Amendment No. 13 to Schedule 13D/A (the “Amendment”) relates to the 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 June 30, 2023 (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 14,842,671 Common Shares outstanding as of July 24, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2023.

(c) The table below sets forth all transactions in Common Shares within the past 60 days by the Reporting Persons. The transactions set forth below were effected on the open market. Except for the transactions set forth below, none of the Reporting Persons effected any transaction in the Common Shares during the past 60 days.

Date — July 18, 2023	Sale	13,317	19.55
July 19, 2023	Sale	2,887	19.51
July 20, 2023	Sale	47,271	19.54
July 21, 2023	Sale	400	19.48
July 24, 2023	Sale	1,416	19.52
July 25, 2023	Sale	5,305	19.50
July 27, 2023	Sale	23,742	19.50
July 31, 2023	Sale	24,096	19.54
August 1, 2023	Sale	6,089	19.52
August 22, 2023	Sale	19,271	19.52
September 7, 2023	Sale	206	21.00
September 12, 2023	Sale	299	21.00
September 14, 2023	Sale	15,880	21.00

9

(d) Not applicable.

(e) Not applicable.

10

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:September 18, 2023

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
Torlowna 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

11