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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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Teekay Corporation (Name of Issuer) |
Common stock, $0.001 par value (Title of Class of Securities) |
Y8564W103 (CUSIP Number) |
Cora Lee Starzomski Swan Building, 2nd Floor, 26 Victoria Street Hamilton, D0, HM 12 (441) 400-7716 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/19/2025 (Date of Event Which Requires Filing of This Statement) |
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | Y8564W103 |
| 1 |
Name of reporting person
Resolute Investments, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,936,012.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentage ownership is based on an aggregate number of outstanding shares of common stock of Teekay Corporation of 84,059,952, as reported in the Form 6-K filed February 19, 2025.
SCHEDULE 13D
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| CUSIP No. | Y8564W103 |
| 1 |
Name of reporting person
Path Spirit LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,936,012.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percentage ownership is based on an aggregate number of outstanding shares of common stock of Teekay Corporation of 84,059,952, as reported in the Form 6-K filed February 19, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, $0.001 par value | |
| (b) | Name of Issuer:
Teekay Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
Swan Building, 2nd Floor, 26 Victoria Street, Hamilton,
BERMUDA
, HM 12. | |
Item 1 Comment:
This Amendment No. 14 to Schedule 13D is being filed to report an increase in the percentage beneficially owned by the reporting persons solely as a result in a decrease in the total number of outstanding shares, and amends Amendment No. 13 filed on October 30, 2024, Amendment No. 12 filed on August 3, 2023, Amendment No. 11 filed on May 11, 2023, Amendment No. 10 filed on January 26, 2018, Amendment No. 9 filed on July 1, 2016, Amendment No. 8 filed on December 30, 2015, Amendment No. 7, filed on December 23, 2015, Amendment No. 6, filed on December 3, 2013, Amendment No. 5, filed on November 14, 2011, Amendment No. 4, filed on August 29, 2011, Amendment No. 3, filed on February 22, 2010, Amendment No. 2, filed on April 2, 2008, Amendment No. 1, filed on March 31, 2005, and Schedule 13D filed on December 26, 2002, and relates to shares of the common stock, $0.001 par value per share, of Teekay Corporation, an exempted company existing under the laws of Bermuda (the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (a) | Resolute Investments, Ltd., a Bermudian exempt company ("Resolute"), with its principal office at 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM12, Bermuda; and Path Spirit Limited, an English company limited by guarantee ("Path"), with its principal office at 10 Norwich Street, London, EC4A 1BD, United Kingdom. | |
| (b) | Resolute, which was formed for the purpose of holding the Issuer's securities acquired from its previous beneficial owners, Cirrus Trust and JTK Trust, is wholly owned by Kattegat Limited, a Bermudian exempt company with its principal offices at 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM12, Bermuda. Kattegat Limited was formed for the purpose of holding and managing the endowed assets of The Kattegat Trust (the "Trust") and is wholly owned by the Trust. The Trust is a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal offices at Wessex House, 5th Floor, 45 Reid Street, Hamilton, HM12, Bermuda. The Co-Trustees of the Trust are Kattegat Private Trustees (Bermuda) Limited ("KPTBL") and Hamilton Trust Company Limited ("HTCL"), Bermudian trust companies each with its principal offices at Wessex House, 5th Floor, 45 Reid Street, Hamilton, HM12, Bermuda. Path is the trust protector for the Trust. KPTBL is wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its principal offices at Thistle House, 4 Burnaby Street, Hamilton, HM11, Bermuda, formed for the sole purpose of holding the shares of KPTBL. HTCL is owned 60% by Moore Stephens Bermuda L.P., a Bermuda exempted and limited partnership, and 40% by Lisvane Holdings Ltd., a local Bermuda company. | |
| (c) | Resolute is managed by Thomas K.Y. Hsu, a Director and its President, Peter Antturi, a director and Vice President, Cora Lee Starzomski, a director and Treasurer, and Louie Cuarentas, a director and Finance Officer.
The members/directors of Path are Axel Karlshoej, Svend Erik Kjaergaard and Poul Karlshoej.
Thomas K.Y. Hsu is a director of CNC Industries SAM, whose address is at 5 impasse de la Fontaine, MC 98000, Principality of Monaco.
Peter Antturi's business address is Suite 435, 401 Georgia St. W, Vancouver, B.C. V6B 1Z3 Canada. Mr. Antturi is a business advisor and a director of Anglemont Financial Services Ltd. (a provider of administrative and clerical services) whose address is 435, 401 Georgia St. W, Vancouver, B.C. V6B 1Z3, Canada. Mr. Antturi has been a director of Teekay Corporation since 2019.
Cora Lee Starzomski's business address is 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM12 Bermuda. Ms. Starzomski is Chief Operating Officer of Kattegat Limited, whose address is 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM12, Bermuda.
Louie Cuarentas' business address is 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM12 Bermuda. Mr. Cuarentas is Group Accountant of Kattegat Limited, whose address is 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM12, Bermuda.
Axel Karlshoej is a director of Nordic Industries, a California general construction firm whose address is 1437 Furneaux Road, Marysville, California, USA, 95961.
Svend Erik Kjaergaard's business address is Nylandsvej 23, Vildbjerg 7480, Denmark. Mr. Kjaergaard is the Chairman and a director of Store Frederikslund A/S, a hunting and farming estate in Denmark.
Poul Karlshoej's business address is 301 Riverside Ave, Westport, Connecticut, 06680. Mr. Karlshoej is a consultant at Anholt Services (USA), Inc., a wholly owned affiliate of the Kattegat Trust, which evaluates and advises Kattegat's interests globally. | |
| (d) | In the past five years, none of Resolute, Kattegat Limited, the Trust, the Co-Trustees, the Lund Purpose Trust or Path, nor any of the directors and executive officers named above, has been convicted in a criminal proceeding. | |
| (e) | In the past five years, none of Resolute, Kattegat Limited, the Trust, the Co-Trustees, the Lund Purpose Trust or Path, nor any of the directors and executive officers named above, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or 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. | |
| (f) | Mr. Hsu is a citizen of the United Kingdom.
Mr. Antturi is a citizen of Canada.
Ms. Starzomski is a citizen of Canada.
Mr. Cuarentas is a citizen of Canada.
Mr. Axel Karlshoej is a citizen of the United States of America.
Mr. Kjaegaard is a citizen of Denmark.
Mr. Poul Karlshoej is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No amendment to item 3. | ||
| Item 4. | Purpose of Transaction | |
No amendment to Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 31,936,012 shares of common stock of the Issuer, representing approximately 37.99% of the Issuer's outstanding common stock. | |
| (b) | Resolute is the beneficial owner and has shared voting and dispositive power with respect to 31,936,012 shares of common stock of the Issuer. As the ultimate controlling person of Resolute, Path is joining in this Schedule 13D as a reporting person. However, the filing of this Schedule 13D shall not be construed as an admission that Path is, for any purpose, the beneficial owner of any of such shares of common stock of the Issuer. | |
| (c) | None. | |
| (d) | None. | |
| (e) | None. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendments to item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement, dated as of February 20, 2025, between the reporting persons. | ||
| SIGNATURE | |
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.
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