Sec Form 4 Filing - Torgerson Lance @ Civeo Corp - 2018-12-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Torgerson Lance 2. Issuer Name and Ticker or Trading Symbol Civeo Corp [ CVEO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 596 MCCLURE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2018 (Street) KELOWNA, A1V1W 1H3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/19/2018 J( 1 ) 2,156,349 D $ 1.9839 ( 2 ) 5,948,213 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Series 1 Preferred Shares $ 3.3 12/19/2018 J( 1 ) 637 ( 4 ) ( 5 ) Common Stock 1,930,303.011 ( 6 ) $ 9,448.33 ( 7 ) 9,042 I See Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Torgerson Lance 596 MCCLURE ROAD KELOWNA, A1V1W 1H3 X Torgerson Tammy 596 MCCLURE ROAD KELOWNA, A1V1W 1H3 X Signatures /s/ Lance Torgerson 03/08/2019 Signature of Reporting Person Date /s/ Tammy Torgerson 03/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Forfeiture 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. ( 2 )Pursuant 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. ( 3 )Shares 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. ( 4 )The 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. ( 5 )The Preferred Shares mandatorily convert after five years from the date of issuance. ( 6 )The 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. ( 7 )Pursuant 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. ( 8 )As 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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