Teekay Offshore Partners L.P. - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*

Luxor Capital Group, LP

2. Date of Event Requiring Statement (MM/DD/YYYY) 11/26/2007

3. Issuer Name and Ticker or Trading Symbol

Teekay Offshore Partners L.P. [TOO]

(Last) (First) (Middle)

767 FIFTH AVENUE, 19TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10153

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	212244	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	297074	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	61599	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	341947	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	85861	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Swap ⁽⁸⁾	⁽⁸⁾	7/23/2008	Common Stock	7806	⁽⁸⁾	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Equity Swap ⁽⁸⁾	⁽⁸⁾	7/21/2008	Common Stock	9803	⁽⁸⁾	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Equity Swap ⁽⁸⁾	⁽⁸⁾	9/10/2008	Common Stock	2204	⁽⁸⁾	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Equity Swap ⁽⁸⁾	⁽⁸⁾	11/5/2008	Common Stock	12115	⁽⁸⁾	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Equity Swap ⁽⁸⁾	⁽⁸⁾	8/29/2008	Common Stock	1572	⁽⁸⁾	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Explanation of Responses:
( 1)	Reflects the securities of the issuer owned directly by Luxor Capital Partners, LP (the "Onshore Fund").
( 2)	Reflects the securities of the issuer owned directly by Luxor Capital Partners Offshore, Ltd. (the "Offshore Fund").
( 3)	Reflects the securities of the issuer owned directly by LCG Select, LLC (the "Select Onshore Fund").
( 4)	Reflects the securities of the issuer owned directly by LCG Select Offshore, Ltd. (the "Select Offshore Fund").
( 5)	Reflects the securities of the issuer held in accounts managed separately ("Separately Managed Accounts") by Luxor Capital Group, LP ("Luxor Capital Group").
( 6)	Luxor Capital Group acts as the investment manager of the Onshore Fund, the Offshore Fund, the Select Onshore Fund and the Select Offshore Fund (collectively, the "Luxor Funds") and the Separately Managed Accounts. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund and the managing member of the Select Onshore Fund. Mr. Leone is the managing member of LCG Holdings.
( 7)	Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds and the Separately Managed Accounts. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund and the Select Onshore Fund. For purposes of this Form 3, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims ownership of the shares of common stock owned by the Luxor Funds and the Separately Managed Accounts, except to the extent of their pecuniary interest therein.
( 8)	The Reporting Persons hold a long position in a total return swap based on the Issuer's common stock. The swap is cash settled.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Luxor Capital Group, LP 767 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10153		X

Signatures
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP		11/29/2007
^** Signature of Reporting Person		Date

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 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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