UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. 3)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Civeo Corporation

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

17878Y207

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

 

 

 

1		NAME OF REPORTING PERSONS   Prescott Group Aggressive Small Cap Master Fund, G.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   715,368
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   715,368
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   715,368
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%**
12		TYPE OF REPORTING PERSON*   PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT
**	SEE ITEM 4.

 

 

This Amendment No. 3 (the “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to the Common Shares, no par value per share (the “Common Shares”), of Civeo Corporation, a corporation organized under the laws of British Columbia, Canada (the “Issuer”).

This Amendment relates to Common Shares of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 715,368 Common Shares held by the Master Fund as of December 31, 2023. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 715,368 Common Shares held by the Master Fund as of December 31, 2023.

This Amendment amends and restates the Schedule 13G as follows.

 

Civeo Corporation (the “Issuer”)

 

Three Allen Center
333 Clay Street, Suite 4980

Houston, Texas 77002

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.

1924 South Utica, Suite 1120

Tulsa, Oklahoma 74104

 

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership.  Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

Common Shares, no par value per share (the “Common Shares”).

17878Y207

 

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

 

 

 

Each Reporting Person is filing this statement to report the fact that as of the date hereof such Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities. [X]

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

 

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 31, 2024