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SCHEDULE 13D/A 0000921895-25-000625 0001580320 XXXXXXXX LIVE 1 Common Shares, no par value 03/04/2025 false 0001590584 17878Y207 Civeo Corp THREE ALLEN CENTER 333 CLAY STREET, SUITE 4400 HOUSTON TX 77002 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001580320 N Engine Capital, L.P. WC N DE 1063230.00 0.00 1063230.00 0.00 1063230.00 N 7.8 PN 0001580325 N Engine Jet Capital, L.P. WC N DE 106813.00 0.00 106813.00 0.00 106813.00 N 0.8 PN 0001961580 N Engine Lift Capital, LP WC N DE 109013.00 0.00 109013.00 0.00 109013.00 N 0.8 PN 0001665590 N Engine Capital Management, LP OO N DE 1279056.00 0.00 1279056.00 0.00 1279056.00 N 9.4 PN Y Engine Capital Management GP, LLC OO N DE 1279056.00 0.00 1279056.00 0.00 1279056.00 N 9.4 OO Y Engine Investments, LLC OO N DE 1170043.00 0.00 1170043.00 0.00 1170043.00 N 8.6 OO Y Engine Investments II, LLC OO N DE 109013.00 0.00 109013.00 0.00 109013.00 N 0.8 OO 0001293424 N Ajdler Arnaud OO N C9 1279056.00 0.00 1279056.00 0.00 1279056.00 N 9.4 IN Common Shares, no par value Civeo Corp THREE ALLEN CENTER 333 CLAY STREET, SUITE 4400 HOUSTON TX 77002 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 3 is hereby amended and restated as follows: The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,063,230 Shares beneficially owned by Engine Capital is approximately $25,212,641, including brokerage commissions. The aggregate purchase price of the 106,813 Shares beneficially owned by Engine Jet is approximately $2,533,959, including brokerage commissions. The aggregate purchase price of the 109,013 Shares beneficially owned by Engine Lift is approximately $2,586,601, including brokerage commissions. Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 13,653,647 Shares outstanding as of February 21, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2025. A. Engine Capital As of the date hereof, Engine Capital directly owned 1,063,230 Shares. Percentage: Approximately 7.8% B. Engine Jet As of the date hereof, Engine Jet directly owned 106,813 Shares. Percentage: 0.8% C. Engine Lift As of the date hereof, Engine Lift directly owned 109,013 Shares. Percentage: 0.8% D. Engine Management Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 1,279,056 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.4% E. Engine GP Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 1,279,056 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.4% F. Engine Investments Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 1,170,043 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 8.6% G. Engine Investments II Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 109,013 Shares owned by Engine Lift. Percentage: 0.8% H. Arnaud Ajdler Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 1,279,056 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.4% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated as follows: A. Engine Capital 1. Sole power to vote or direct vote: 1,063,230 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,063,230 4. Shared power to dispose or direct the disposition: 0 B. Engine Jet 1. Sole power to vote or direct vote: 106,813 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 106,813 4. Shared power to dispose or direct the disposition: 0 C. Engine Lift 1. Sole power to vote or direct vote: 109,013 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 109,013 4. Shared power to dispose or direct the disposition: 0 D. Engine Management 1. Sole power to vote or direct vote: 1,279,056 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,279,056 4. Shared power to dispose or direct the disposition: 0 E. Engine GP 1. Sole power to vote or direct vote: 1,279,056 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,279,056 4. Shared power to dispose or direct the disposition: 0 F. Engine Investments 1. Sole power to vote or direct vote: 1,170,043 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,170,043 4. Shared power to dispose or direct the disposition: 0 G. Engine Investments II 1. Sole power to vote or direct vote: 109,013 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 109,013 4. Shared power to dispose or direct the disposition: 0 H. Arnaud Ajdler 1. Sole power to vote or direct vote: 1,279,056 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,279,056 4. Shared power to dispose or direct the disposition: 0 Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by certain of the Reporting Persons since the date of the Schedule 13D are set forth on Exhibit 1 attached hereto and are incorporated herein by reference. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities. Engine Capital, L.P. /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner 03/06/2025 Engine Jet Capital, L.P. /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner 03/06/2025 Engine Lift Capital, LP /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Investments II, LLC, its General Partner 03/06/2025 Engine Capital Management, LP /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Capital Management GP, LLC, its General Partner 03/06/2025 Engine Capital Management GP, LLC /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member 03/06/2025 Engine Investments, LLC /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member 03/06/2025 Engine Investments II, LLC /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member 03/06/2025 Ajdler Arnaud /s/ Arnaud Ajdler Arnaud Ajdler 03/06/2025