Explanatory Note:
This Amendment amends and supplements the statement on Schedule 13D filed by Teekay Corporation (formerly Teekay Shipping Corporation) on
May 20, 2005 (the Original Schedule 13D). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
This Amendment relates to Common Units, representing limited partner interests of Teekay LNG Partners L.P., a limited partnership organized
under the laws of the Republic of the Marshall Islands (the Issuer), with its principal executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
This Amendment relates to Teekay Corporation, a corporation existing under the laws of the Republic of the Marshall Islands (the
Reporting Person), with its principal executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. The Reporting Person is principally engaged in the business of providing oil and gas transportation
services.
The name, principal occupation or employment and principal business address and citizenship of each
director and executive officer of the Reporting Person are as set forth on Schedule A.
In the past five years, neither the
Reporting Person nor, to the knowledge of the Reporting Person, any of the individuals set forth on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any action as
a result of which it or such individual is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby supplemented as follows:
On May 9, 2020, the Issuer entered into an Exchange Agreement (the Exchange Agreement) with the General Partner pursuant to
which all of the incentive distribution rights, which represented the right to receive an increasing percentage of quarterly distributions of the Issuer in excess of specified amounts, were contributed by the General Partner to the Issuer for
cancellation in exchange for the issuance by the Issuer to the General Partner of 10,750,000 Common Units (the Exchange Transaction). The Exchange Transaction closed on May 11, 2020.