TEEKAY CORP LTD — Major Shareholding Notification 2013

Feb 14, 2013

SC 13G/A 1 p13-0244sc13ga.htm TEEKAY CORPORATION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Teekay Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
Y8564W103
(CUSIP Number)
December
31, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 11 Pages)

---

*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 the disclosures provided in a prior cover page.

The information required in 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).

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. Y8564W103 13G/A Page 2 of 11 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eton Park Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,750,000 shares of Common Stock receivable upon exercise
of Options
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,750,000 shares of Common Stock receivable upon exercise
of Options
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,750,000 shares of Common Stock receivable upon exercise
of Options
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.52%
12	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 2; Value: 2

CUSIP No. Y8564W103 13G/A Page 3 of 11 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eton Park Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,250,000 shares of Common Stock receivable upon exercise
of Options
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,250,000 shares of Common Stock receivable upon exercise
of Options
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,250,000 shares of Common Stock receivable upon exercise
of Options
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.67%
12	TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 3; Value: 2

CUSIP No. Y8564W103 13G/A Page 4 of 11 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eton Park Associates, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,750,000 shares of Common Stock receivable upon exercise
of Options
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,750,000 shares of Common Stock receivable upon exercise
of Options
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,750,000 shares of Common Stock receivable upon exercise
of Options
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.52%
12	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 4; Value: 2

CUSIP No. Y8564W103 13G/A Page 5 of 11 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eton Park Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,000,000 shares of Common Stock receivable upon exercise
of Options
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,000,000 shares of Common Stock receivable upon exercise
of Options
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 shares of Common Stock receivable upon exercise
of Options
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.19%
12	TYPE OF REPORTING PERSON IA

Field: Page; Sequence: 5; Value: 2

CUSIP No. Y8564W103 13G/A Page 6 of 11 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eric M. Mindich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,000,000 shares of Common Stock receivable upon exercise
of Options
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,000,000 shares of Common Stock receivable upon exercise
of Options
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 shares of Common Stock receivable
upon exercise of Options
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.19%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 6; Value: 2

CUSIP No. Y8564W103 13G/A Page 7 of 11 Pages

Field: /Page

Item 1(a).
The name of the issuer is Teekay Corporation (the “Company”).

Item 1(b).
The Company’s principal executive offices are located at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08 Bermuda.

| Item 2(a). |
| --- |
| This statement is filed
by: (i) Eton Park Fund, L.P., a Delaware limited partnership ("EP Fund"), with respect to the shares of Common
Stock (as defined in Item 2(d) below) receivable upon exercise of options to purchase Common Stock (the “Options”)
directly owned by it; (ii) Eton Park
Master Fund, Ltd., a Cayman Islands exempted company ("EP Master Fund"), with respect to the shares of Common Stock receivable
upon exercise of the Options directly owned by it; (iii) Eton
Park Associates, L.P., a Delaware limited partnership ("EP Associates"), which serves as the general partner of EP Fund,
with respect to the shares of Common Stock receivable upon exercise of the Options directly owned by EP Fund; (iv) Eton
Park Capital Management, L.P., a Delaware limited partnership ("EP Management"), which serves as investment manager
to EP Master Fund and EP Fund, with respect to the shares of Common Stock receivable upon exercise of the Options directly owned
by each of EP Master Fund and EP Fund; and (v) Eric
M. Mindich ("Mr. Mindich"), (i) as managing member of Eton Park Associates, L.L.C., the general partner of
EP Associates, with respect to the shares of Common Stock receivable upon exercise of the Options directly owned by EP Fund
and (ii) as managing member of Eton Park Capital Management, L.L.C.,
the general partner of EP Management, with respect to the shares
of Common Stock receivable upon exercise of the Options directly
owned by each of EP Fund and EP Master Fund. Mr. Mindich
disclaims beneficial ownership of any of the securities held by EP Fund and EP
Master Fund. The
foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party. |

Item 2(b).
The address of the business office of each of the Reporting Persons is 399 Park Ave, 10 th Floor, New York, NY 10022 .

Field: Page; Sequence: 7; Value: 2

CUSIP No. Y8564W103 13G/A Page 8 of 11 Pages

Field: /Page

Item 2(c). CITIZENSHIP

EP Fund is a limited partnership organized under the laws of the State of Delaware. EP Master Fund is a company organized under the laws of the Cayman Islands. EP Associates and EP Management are limited partnerships organized under the laws of the State of Delaware. Mr. Mindich is a United States citizen.

Item 2(d).
Common Stock par value $0.001 (the “Common Stock”)

Item 2(e).
Y8564W103

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______

Field: Page; Sequence: 8; Value: 2

CUSIP No. Y8564W103 13G/A Page 9 of 11 Pages

Field: /Page

Item 4.
The percentages used herein are calculated based upon 69,541,606 shares of common stock issued and outstanding, as of September 30, 2012, as reported by the Company in its Report of Foreign Private Issuer on Form 6-K filed on December 17, 2012.

A. — (a)	Amount beneficially owned: 1,750,000 shares of Common Stock receivable upon exercise of Options
(b)	Percent of class: 2.52%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 1,750,000 shares of Common Stock receivable upon exercise of Options
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition: 1,750,000 shares of Common Stock receivable upon exercise of Options

B. — (a)	Amount beneficially owned: 3,250,000 shares of Common Stock receivable upon exercise of Options
(b)	Percent of class: 4.67%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 3,250,000 shares of Common Stock receivable upon exercise of Options
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition: 3,250,000 shares of Common Stock receivable upon exercise of Options

C. — (a)	Amount beneficially owned: 1,750,000 shares of Common Stock receivable upon exercise of Options
(b)	Percent of class: 2.52%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 1,750,000 shares of Common Stock receivable upon exercise of Options
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition: 1,750,000 shares of Common Stock receivable upon exercise of Options

D. — (a)	Amount beneficially owned: 5,000,000 shares of Common Stock receivable upon exercise of Options
(b)	Percent of class: 7.19%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 5,000,000 shares of Common Stock receivable upon exercise of Options
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition: 5,000,000 shares of Common Stock receivable upon exercise of Options

Field: Page; Sequence: 9; Value: 2

CUSIP No. Y8564W103 13G/A Page 10 of 11 Pages

Field: /Page

E. — (a)	Amount beneficially owned: 5,000,000 shares of Common Stock receivable upon exercise of Options
(b)	Percent of class: 7.19%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 5,000,000 shares of Common Stock receivable upon exercise of Options
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition: 5,000,000 shares of Common Stock receivable upon exercise of Options

Item 5.
Not applicable.

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or its 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.

Field: Page; Sequence: 10; Value: 2

CUSIP No. Y8564W103 13G/A Page 11 of 11 Pages

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2013

| ERIC M. MINDICH ,
individually, and as managing member of: (i) Eton Park Associates, L.L.C., as general partner of Eton Park Associates, L.P., (a)
for itself and (b) as general partner of Eton Park Fund, L.P.; and (ii) Eton Park Capital Management, L.L.C., as general partner
of Eton Park Capital Management, L.P., (a) for itself and (b) as investment adviser of Eton Park Master Fund, Ltd. and Eton Park
Fund, L.P. |
| --- |
| /s/ Marcy Engel |
| Name: Marcy Engel* |
| Title: Attorney-in-Fact |
| * Pursuant to a Power of Attorney dated as of August 17, 2007 attached as Exhibit 2 to the original Schedule 13G filed by the Reporting Persons on April 12, 2012. |