UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Civeo Corporation
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
17878Y207
(CUSIP Number)
April 4, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No.
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17878Y207 |
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1
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NAMES OF REPORTING PERSONS
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The Conversant Opportunity Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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958,660
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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958,660
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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958,660
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN |
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CUSIP No.
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17878Y207 |
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1
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NAMES OF REPORTING PERSONS
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Conversant GP Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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958,660
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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958,660
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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958,660
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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17878Y207 |
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1
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NAMES OF REPORTING PERSONS
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Conversant Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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958,660
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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958,660
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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958,660
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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CUSIP No.
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17878Y207 |
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1
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NAMES OF REPORTING PERSONS
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Michael Simanovsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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958,660
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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958,660
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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958,660
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1(a)
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Name of Issuer
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| The name of the issuer is Civeo Corporation (the “Company”). |
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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| The Company’s principal executive offices are located at Three Allen Center, 333 Clay St., Ste. 4980, Houston, TX, 77002. |
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Item 2(a)
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Name of Person Filing
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| This statement is filed by: |
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(i)
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The Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (“Opportunity Master”);
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(ii)
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Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”),
which serves as the general partner of Opportunity Master;
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(iii)
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Conversant Capital LLC, a Delaware limited liability company (“Conversant Capital”),
which serves as the investment manager to Opportunity Master; and
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(iv)
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Michael Simanovsky, an individual, who serves as sole managing member of Conversant GP and Conversant Capital.
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| Opportunity Master, Conversant GP, Conversant Capital, and Mr. Simanovsky are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | ||
| The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group. | ||
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Item 2(b)
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Address of Principal Business Office or, if None, Residence
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| The principal business address for each of the Reporting Persons is 25 Deforest Ave., Summit, NJ 07901. |
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Item 2(c)
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Citizenship
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| Opportunity Master is organized under the laws of the Cayman Islands. Conversant GP and Conversant Capital are organized under the laws of the State of Delaware.
Mr. Simanovsky is a citizen of the United States of America. |
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Item 2(d)
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Title of Class of Securities
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| Common Shares, no par value (“Common Shares”). |
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Item 2(e)
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CUSIP No.
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| The CUSIP number for the Common Shares is 17878Y207. |
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Item 3.
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If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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| Not Applicable |
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Item 4.
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Ownership
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| The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference. | |
| The percentages used herein are calculated based upon 14,110,721 Common Shares reported to be outstanding on February 22, 2022 in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on February 28, 2022. |
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Item 5.
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Ownership of Five Percent or Less of a Class
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| Not Applicable. |
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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| Not Applicable. |
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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| The information in Items 2 and 4 is hereby incorporated by reference. |
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Item 8.
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Identification and Classification of Members of the Group
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| Not Applicable. |
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Item 9.
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Notice of Dissolution of Group
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| Not Applicable. |
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Item 10.
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Certification
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| 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. |
SIGNATURES
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.
Dated: April 11, 2022
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CONVERSANT OPPORTUNITY MASTER FUND LP
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By:
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Conversant GP Holdings LLC
/s/ Michael Simanovsky
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Name:
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Michael Simanovsky
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Title:
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Managing Member
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CONVERSANT GP HOLDINGS LLC
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By:
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/s/ Michael Simanovsky
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Name:
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Michael Simanovsky
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Title:
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Managing Member
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CONVERSANT CAPITAL LLC
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By:
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/s/ Michael Simanovsky
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Name:
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Michael Simanovsky
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Title:
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Managing Member
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MICHAEL SIMANOVSKY
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/s/ Michael Simanovsky
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Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of
the Common Shares of Civeo Corporation is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be
responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXECUTED April 11, 2022
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CONVERSANT OPPORTUNITY MASTER FUND LP
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By:
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Conversant GP Holdings LLC
/s/ Michael Simanovsky
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Name:
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Michael Simanovsky
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Title:
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Managing Member
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CONVERSANT GP HOLDINGS LLC
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By:
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/s/ Michael Simanovsky
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Name:
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Michael Simanovsky
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Title:
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Managing Member
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CONVERSANT CAPITAL LLC
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By:
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/s/ Michael Simanovsky
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Name:
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Michael Simanovsky
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Title:
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Managing Member
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MICHAEL SIMANOVSKY
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/s/ Michael Simanovsky
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