| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D/A | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1) | |
Civeo Corporation | |
| (Name of Issuer) | |
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
178787107 | |
| (CUSIP Number) | |
Marc Weingarten, Esq. Eleazer Klein, Esq. | |
Schulte Roth & Zabel LLP 919 Third Avenue | |
| New York, New York 10022 | |
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
October 22, 2014 | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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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).
| CUSIP No. 178787107 | SCHEDULE 13D/A | Page 2 of 4 Pages |
| 1 | NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 | 7 | SOLE VOTING POWER 12,241,760 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 12,241,760 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 12,241,760 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 11.5% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 178787107 | SCHEDULE 13D/A | Page 3 of 4 Pages |
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 9, 2014 (the "Original Schedule 13D" and together with the Original Schedule 13D, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.01 per share, of Civeo Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 4, 6 and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On October 22, 2014, the Reporting Person entered into a Nomination and Support Agreement with the Issuer (the "Nomination and Support Agreement"), a copy of which is attached asExhibit A to this Amendment No. 1 and is incorporated by reference herein.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On October 22, 2014, the Issuer and the Reporting Person entered into the Nomination and Support Agreement, a copy of which is attached asExhibit A to this Amendment No. 1 and is incorporated by reference herein.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
| Exhibit A: | Nomination and Support Agreement, dated October 22, 2014. |
| CUSIP No. 178787107 | SCHEDULE 13D/A | Page 4 of 4 Pages |
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: October 24, 2014
| JANA PARTNERS LLC | ||
| By: | /s/ Jennifer Fanjiang | |
| Name: | Jennifer Fanjiang | |
| Title: | General Counsel | |
