SEC Form 4 · accession 0000899243-19-006848
Civeo Corp · CVEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 19, 2018
Accepted (ET)
Mar 8, 2019 · 12:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001590584
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Dec 19, 2018 | J | 2,156,349 | $1.9839 | D | 5,948,213 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Series 1 Preferred SharesF7,F8,F4,F5,F6 | $3.30 | Dec 19, 2018 | J | 637 | D | — | — | Common Stock | 1,930,303 | 9,042 | I |
Explanation of responses
- F1Forfeiture of shares pursuant to escrow agreement entered into on April 2, 2018 in connection with the acquisition of Noralta Lodge Ltd. by the Issuer. The shares were forfeited in connection with a post-closing purchase price adjustment.
- F2Pursuant to the escrow agreement, the shares were to be valued at CAD$2.6684 for purposes of the purchase price adjustment. $1.9839 represents the the USD equivalent of CAD$2.6684 based on the exchange rate on December 19, 2018.
- F3Shares owned by 989677 Alberta Ltd., of which Lance Torgerson owns, indirectly, 100% of the voting shares. Tammy Torgerson disclaims beneficial ownership of the shares, which are beneficially owned, indirectly, by Lance Torgerson, her spouse.
- F4The Preferred Shares can be converted by the issuer at any time if the 15-day volume weighted average price of the Common Shares is equal to or exceeds the Conversion Price; the holders of the Preferred Shares will have the right to convert the Preferred Shares into Common Shares at any time after April 2, 2020.
- F5The Preferred Shares mandatorily convert after five years from the date of issuance.
- F6The Preferred Shares are convertible into the number of Common Shares at a rate of 3,030.3030 Common Shares per each $10,000 of Liquidation Preference. The Preferred Shares have an initial Liquidation Preference of $10,000 per share, which amount may be increased in connection with the accrual of dividends or the payment of in-kind dividends.
- F7Pursuant to the escrow agreement, the shares were to be valued at CAD$12,708 for purposes of the purchase price adjustment. $9,448.33 represents the the USD equivalent of CAD$12,708 based on the exchange rate on December 19, 2018.
- F8As trustees of the Torgerson Family Trust. Each of the reporting persons serves as a co-trustee of the trust and is a current or future beneficiary thereof. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his/her pecuniary interest therein.