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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Civeo Corporation (Name of Issuer) |
Common Shares (Title of Class of Securities) |
17878Y207 (CUSIP Number) |
Ali John Mirshekari 24 Shipyard Drive, Suite 102 Hingham, MA, 02043 (617) 958-4185 David J. Kaufman Thompson Coburn, 55 East Monroe Ct., Suite 3700 Chicago, IL, 60610 (312) 580-2342 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/31/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
M Partners Fund LP | ||||||||
| 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 Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,059,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
M Partners 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,059,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Ali John Mirshekari | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,059,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
M Partners Fund LP is a Delaware limited partnership whose sole general partner is M Partners Fund (GP) LLC. The managing member of M Partners Fund (GP) LLC is Ali John Mirshekari. As a result, Ali John Mirshekari is deemed to be the indirect owner of the shares held directly by M Partners Fund LP. Despite such shared beneficial ownership, the Reporting Persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934.
Based on the 13,772,802 common shares, without par value per share, outstanding as of October 25, 2024, as reported in the Form 10-Q for the quarterly period ended September 30, 2024, of Civeo Corporation.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Civeo Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
Three Allen Center, 333 Clay Street, Suite 4980, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This statement 13D (this "Statement") relates to the common shares, without par value per share (the "Common Shares"), of Civeo Corporation, a British Columbia, Canada corporation (the "Issuer"). The address of the principal offices of the Issuer is Three Allen Center, 333 Clay Street, Suite 4980 Houston, TX 77002. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is filed by M Partners Fund LP, M Partners Fund (GP) LLC and Ali John Mirshekari. | |
| (b) | The principal business address of the Reporting Persons is 24 Shipyard Drive, Suite 102, Hingham, MA 02043. | |
| (c) | M Partners Fund LP's principal business is to purchase, sell, trade and invest in securities. M Partners Fund (GP) LLC's principal business is to serve as the general partner to M Partners Fund LP. Mr. Mirshekari's principal business is to serve as managing member of M Partners Fund (GP) LLC. | |
| (d) | The Reporting Persons have not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | M Partners Fund LP is a Delaware limited partnership.
M Partners Fund (GP) LLC is a Delaware limited liability company.
Ali John Mirshekari is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
M Partners Fund LP holds 1,059,848 Common Shares which were acquired using working capital. The aggregate purchase price of the 1,059,848 Common Shares acquired was approximately $24,784,766.25. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the Common Shares reported hereunder for investment purposes, and such purposes were made in the Reporting Persons' ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including but not limited to its business, results of operations, and prospects.
All of the Common Shares reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Common Shares they may be deemed to beneficially own or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in the cover page above is incorporated herein by reference | |
| (b) | The information set forth in the cover page above is incorporated herein by reference | |
| (c) | Information concerning transactions in the Common Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Common Shares listed herein were effected in the open market, provided majority of the Common Shares purchased on 1/31/2025 were pursuant to a privately negotiated block trade. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
As of the date hereof, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Schedule of Transactions in Common Shares | ||
| 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.
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Exhibit A
SCHEDULE OF TRANSACTIONS IN COMMON SHARES
The following table sets forth all transactions in the Common Shares effected in the past sixty days by the Reporting Persons. All such transactions were effected in the open market and the price per share includes commissions, provided majority of the Common Shares purchased on 1/31/2025 were pursuant to a privately negotiated block trade. The Price Per Share ($) is a weighted average price.
| Trade Date | Shares Purchased | Price Per Share ($) | ||
| 12/9/2024 | 22,300.00 | 22.80 | ||
| 12/11/2024 | 13,704.00 | 23.48 | ||
| 12/12/2024 | 6,586.00 | 23.34 | ||
| 12/12/2024 | 9,600.00 | 23.37 | ||
| 12/13/2024 | 18,170.00 | 22.89 | ||
| 12/19/2024 | 20,000.00 | 21.61 | ||
| 12/20/2024 | 4,326.00 | 21.60 | ||
| 12/23/2024 | 11,185.00 | 21.68 | ||
| 12/24/2024 | 4,300.00 | 21.73 | ||
| 12/26/2024 | 2,948.00 | 22.12 | ||
| 12/27/2024 | 6,195.00 | 22.08 | ||
| 12/30/2024 | 3,159.00 | 22.32 | ||
| 1/2/2025 | 1,400.00 | 22.51 | ||
| 1/3/2025 | 8,707.00 | 22.90 | ||
| 1/6/2025 | 25,000.00 | 22.78 | ||
| 1/7/2025 | 8,697.00 | 22.84 | ||
| 1/8/2025 | 371 | 22.98 | ||
| 1/13/2025 | 1,000.00 | 23.88 | ||
| 1/13/2025 | 1,000.00 | 23.93 | ||
| 1/14/2025 | 5,000.00 | 23.70 | ||
| 1/15/2025 | 1,103.00 | 23.85 | ||
| 1/16/2025 | 697 | 23.91 | ||
| 1/17/2025 | 3,200.00 | 23.90 | ||
| 1/17/2025 | 5,000.00 | 23.78 | ||
| 1/22/2025 | 2,000.00 | 24.56 | ||
| 1/23/2025 | 2,000.00 | 24.25 | ||
| 1/23/2025 | 3,000.00 | 24.32 | ||
| 1/24/2025 | 763 | 24.31 | ||
| 1/27/2025 | 100 | 24.31 | ||
| 1/27/2025 | 4,237.00 | 24.30 | ||
| 1/28/2025 | 1,969.00 | 23.71 | ||
| 1/28/2025 | 5,000.00 | 23.73 | ||
| 1/28/2025 | 5,000.00 | 23.98 | ||
| 1/28/2025 | 5,000.00 | 24.01 | ||
| 1/29/2025 | 30,737.00 | 23.58 | ||
| 1/30/2025 | 744 | 23.50 | ||
| 1/31/2025 | 815,650.00 | 23.51 |