UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed
pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. 3)*
Teekay Offshore Partners L.P.
(Name
of Issuer)
Common Units
(Title of Class of Securities)
Y8565J101
(CUSIP Number)
December 31, 2007
(Date
of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*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 disclosures provided in a prior cover page.
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).
(Continued on the Following Pages)
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
276,763
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
276,763
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
276,763
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
2.8%
12.
|
TYPE OF REPORTING PERSON*
|
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Select, LLC
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
80,184
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
80,184
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
80,184
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
0.8%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
409,985
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
409,985
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
409,985
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
4.2%
12.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Select Offshore, Ltd.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
398,975
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
398,975
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
398,975
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
4.1%
12.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
1,269,799
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,269,799
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,269,799
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
13.0%
12.
|
TYPE OF REPORTING PERSON*
|
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
1,269,799
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,269,799
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,269,799
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
13.0%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
356,947
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
356,947
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
356,947
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
3.6%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAME OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
1,269,799
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,269,799
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,269,799
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
13.0%
12.
|
TYPE OF REPORTING PERSON*
|
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange
Act of 1934, as amended, with respect to the common units (the "Common Units") of
Teekay Offshore Partners L.P. beneficially owned by the Reporting Persons identified
below as of December 31, 2007, and amends and supplements the Schedule 13G originally
filed on December 26, 2006, as previously amended (the "Schedule 13G"). Except as set
forth herein, the Schedule 13G is unmodified.
The
names of the persons filing this statement on Schedule 13G are (collectively, the
“Reporting Persons”):
|
•
|
Luxor Capital Partners, LP, a Delaware limited
partnership (the “Onshore Fund”).
|
|
•
|
LCG Select, LLC, a Delaware limited liability company
(the “Select Onshore Fund”).
|
|
•
|
Luxor Capital Partners Offshore, Ltd., a Cayman Islands
exempted company (the “Offshore Fund”).
|
|
•
|
LCG Select Offshore, Ltd., a Cayman Islands exempted
company (the “Select Offshore Fund”).
|
|
•
|
Luxor Capital Group, LP, a Delaware limited partnership
(“Luxor Capital Group”).
|
|
•
|
Luxor Management, LLC, a Delaware limited liability
company (“Luxor Management”).
|
|
•
|
LCG Holdings, LLC, a Delaware limited liability company
(“LCG Holdings”).
|
|
•
|
Christian Leone, a United States Citizen
(“Mr. Leone”).
|
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
|
(i)
|
The Onshore Fund owns 276,763 Common Units.
|
|
(ii)
|
The Select Onshore Fund owns 80,184 Common
Units.
|
|
(iii)
|
The Offshore Fund owns 409,985 Common Units.
|
|
(iv)
|
The Select Offshore Fund owns 398,975 Common
Units.
|
(v) Luxor Capital Group,
as the investment manager of the Onshore Fund, the Select Onshore Fund, the Offshore
Fund and the Select Offshore Fund, may be deemed to beneficially own the 1,165,907
Common Units held by them, and an additional 103,892 Common Units held in accounts that
it separately manages.
(vi) Luxor Management and
Mr. Leone may each be deemed to be the beneficial owners of the Common Units
beneficially owned by Luxor Capital Group.
(vii) LCG Holdings may be deemed to
be the beneficial owner of the Common Units held by the Onshore Fund and Select Onshore
Fund.
(viii) Mr. Leone may be deemed to be
the beneficial owner of the Common Units beneficially owned by LCG Holdings.
|
(ix)
|
Collectively, the Reporting Persons beneficially own
1,269,799 Common Units.
|
(i) The Onshore
Fund’s ownership of 276,763 Common Units represents 2.8% of all of the
outstanding Common Units based on the 9,800,000 Common Units outstanding as described
in the Issuer’s Form 20-F filed on April 19, 2007.
(ii) The Select Onshore
Fund’s ownership of 80,184 Common Units represents 0.8% of all of the outstanding
Common Units.
(iii) The Offshore Fund’s
ownership of 409,985 Common Units represents 4.2% of all of the outstanding Common
Units.
(iv) The Select Offshore
Fund’s ownership of 398,975 Common Units represents 4.1% of all of the
outstanding Common Units.
(v) LCG Holdings’
ownership of the 356,947 Common Units represents 3.6% of all of the outstanding Common
Units.
(vi) Luxor Capital
Group’s, Luxor Management’s and Mr. Leone’s beneficial ownership
of 1,269,799 Common Units represents 13.0% of all of the outstanding Common
Units.
(vii) Collectively, the Reporting
Persons’ beneficial ownership of 1,269,799 Common Units represents 13.0% of all
of the outstanding Common Units.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
Not applicable.
|
(ii)
|
Shared power to vote or to direct the vote of Common
Units:
|
The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management
and Mr. Leone have shared power to vote or direct the vote of the 276,763 Common
Units held by the Onshore Fund.
The Select Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor
Management and Mr. Leone have shared power to vote or direct the vote of the
80,184 Common Units held by the Select Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of the 409,985 Common Units
held by the Offshore Fund.
The Select Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of the 398,975 Common Units
held by the Select Offshore Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have shared
power to vote or direct the vote of the 103,892 Common Units beneficially owned by
Luxor Capital Group through the separate accounts it manages.
|
(iii)
|
Sole power to dispose or to direct the disposition of
Common Units:
|
Not applicable.
|
(iv)
|
Shared power to dispose or to direct the disposition of
Common Units:
|
The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management
and Mr. Leone have shared power to dispose or direct the disposition of the
276,763 Common Units held by the Onshore Fund.
The Select Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor
Management and Mr. Leone have shared power to dispose or direct the disposition of
the 80,184 Common Units held by the Select Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the disposition of the 409,985
Common Units held by the Offshore Fund.
The Select Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the disposition of the 398,975
Common Units held by the Select Offshore Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have shared
power to dispose or direct the disposition of the 103,892 Common Units beneficially
owned by Luxor Capital Group through the separate accounts it manages.
By
signing below the undersigned certifies that, to the best of its or his 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
LUXOR CAPITAL PARTNERS, LP
|
By: LCG
Holdings, LLC, as General Partner
|
|
By:
/s/ Norris Nissim
|
Norris Nissim,
General Counsel
|
|
|
LUXOR SELECT, LLC
|
By: LCG
Holdings, LLC, as General Partner
|
|
By:
/s/ Norris Nissim
|
Norris Nissim,
General Counsel
|
|
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
By: Luxor
Capital Group, LP, as investment manager
|
|
By:
/s/ Norris Nissim
|
Norris Nissim,
General Counsel
|
|
|
LUXOR SELECT OFFSHORE, LTD.
|
By: Luxor
Capital Group, LP, as investment manager
|
|
By:
/s/ Norris Nissim
|
Norris Nissim,
General Counsel
|
|
|
LUXOR CAPITAL GROUP, LP.
|
By: Luxor
Management, LLC, as General Partner
|
|
By:
/s/ Norris Nissim
|
Norris Nissim,
General Counsel
|
|
|
|
|
LCG HOLDINGS, LLC
|
|
|
|
By:
/s/ Norris Nissim
|
|
Norris Nissim,
General Counsel
|
|
|
|
|
|
|
|
LUXOR MANAGEMENT, LLC
|
|
By:
/s/ Norris Nissim
|
|
Norris Nissim,
General Counsel
|
|
|
|
/s/ Adam Miller
|
Adam Miller, as Attorney-in-Fact
for Christian Leone
|
EXHIBIT C
POWER OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena
Cimador as the undersigned’s true and lawful authorized representative,
attorney-in-fact and agent, each with the power individually to execute for and on
behalf of the undersigned and to file with and deliver to the United States Securities
and Exchange Commission and any other authority or party required or entitled to
receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934
Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule
13G, and any amendments thereto, on behalf of the undersigned in accordance with
Section 13 of the 1934 Act and the rules promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein granted,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 or Section 13 or any other
provision of the 1934 Act or the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
January 20, 2006.
/s/ Christian Leone
ACKNOWLEDGEMENT IN NEW YORK STATE
: ss.
COUNTY
OF NEW YORK )
On January 20, 2006, before me, the undersigned personally appeared,
Christian Leone, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature
on the instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
|
|
/s/ Michael J. Sadler
|
Michael J. Sadler
|
Notary Public
|
[Notary Stamp and Seal]