SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Teekay Corporation

(Name of Issuer)

Common stock, $0.001 par value

(Title of Class of Securities)

Y8564W 10 3

(CUSIP Number)

Cora Lee Starzomski

Belvedere Building, 4th Floor

69 Pitts Bay Road

Pembroke HM 08, Bermuda

Tel: (441) 400-7716

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 3, 2023

(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. ☐

CUSIP No. Y8564W 10 3

 

1	NAMES OF REPORTING PERSONS
	Resolute Investments, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			31,936,012
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			31,936,012
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,936,012
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.0(1)			(
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Percentage ownership is based on an aggregate number of outstanding shares of common stock of Teekay Corporation of 91,374,909, as reported in the Form 6-K filed August 3, 2023.

 CUSIP No. Y8564W 10 3

1	NAMES OF REPORTING PERSONS
	Path Spirit Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			31,936,012
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			31,936,012
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,936,012
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.0(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) Percentage ownership is based on an aggregate number of outstanding shares of common stock of Teekay Corporation of 91,374,909, as reported in the Form 6-K filed August 3, 2023.

Item 1. Security and Issuer.

This Amendment No. 12 to Schedule 13D is being filed to report an increase in the percentage beneficially owned by the reporting persons solely as a result in an increase in the total number of outstanding shares, and amends 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, a corporation organized under the laws of the Republic of The Marshall Islands (the “Issuer”), with principal executive offices at Belvedere Building, 4th Floor, 69 Pitts Bay Road, Pembroke HM 08, Bermuda.

Item 2. Identity and Background.

This Amendment No. 12 to Schedule 13D relates to, and is filed on behalf of, the following reporting persons:

● Resolute Investments, Ltd., a Bermudian exempt company (“Resolute”), with its principal office at Belvedere Building, 4th Floor, 69 Pitts Bay Road, Pembroke HM 08, 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.

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 Belvedere Building, 69 Pitts Bay Road, Hamilton HM 08, 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 Fl., 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 Fl., 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 HM 11, 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.

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.

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 or 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.

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. Mr. Hsu resides in Monaco and is a citizen of the United Kingdom.

Peter Antturi's business address is Suite 507 – 151 West Hastings Street., Vancouver, B.C. V6B 0G9 Canada. Mr. Antturi is a business advisor and a director of Anglemont Financial Services Ltd. (a provider of administrative and clerical services) whose address Suite 507 – 151 West Hastings Street., Vancouver, B.C. V6B 0G9 Canada. Mr. Antturi has been a director of Teekay Corporation since 2019. Mr. Antturi is a citizen of Canada.

Cora Lee Starzomski's business address is Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Ms. Starzomski is Chief Operating Officer of Kattegat Limited, whose address is Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Ms. Starzomski is a citizen of Canada.

Louie Cuarentas’ business address is Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Mr. Cuarentas is Group Accountant of Kattegat Limited, whose address is Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Mr. Cuarentas is a citizen of Canada.

Axel Karlshoej is a director of Nordic Industries, a California general construction firm whose address is 1437 Furneaux Road, Olivehurst, California, USA, 95961. Mr. Karlshoej is a citizen of the United States of America.

Svend Erik Kjærgaard’s business address is Nylandsvej 23, Vildbjerg 7480, Denmark. Mr. Kjærgaard is the Chairman and a director of Store Frederikslund A/S, a hunting and farming estate in Denmark. Mr. Kjærgaard is a citizen of 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. Mr. 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.

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, representing approximately 35.0% of the Issuer’s outstanding common stock. 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.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No  amendments to item 6.

Item 7. Materials to Be Filed as Exhibits.

Joint Filing Agreement, dated as of September 6, 2023 between the reporting persons.

SIGNATURE

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

September 6, 2023

RESOLUTE INVESTMENTS, LTD.
By:	/s/ Cora Lee Starzomski
	Name:	Cora Lee Starzomski
	Title:	Director, Treasurer and Finance Officer

PATH SPIRIT LIMITED
By:	/s/ Poul Karlshoej
	Name:	Poul Karlshoej
	Title:	Director

 

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Filing Agreement, dated as of September 6, 2023, between Resolute Investments, Ltd. and Path Spirit Limited

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT, dated as of September 6, 2023, is between Resolute Investments, Ltd. and Path Spirit Limited (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Joint Filers desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Joint Filers hereby agree as follows:

1. The Amendment No. 12 to Schedule 13D with respect to the shares of Teekay Corporation (the “Company”) (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

2. Each of the Joint Filers is eligible to use Schedule 13D for the filing of information therein.

3. Each of the Joint Filers is responsible for the timely filing of Amendment No. 12 to Schedule 13D and any future amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

4. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

(Signatures are on the following page)

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be duly executed and delivered as of the date first written above.

RESOLUTE INVESTMENTS, LTD.
By:	/s/ Cora Lee Starzomski
	Name:	Cora Lee Starzomski
	Title:	Director, Treasurer and Finance Officer

PATH SPIRIT LIMITED
By:	/s/ Poul Karlshoej
	Name:	Poul Karlshoej
	Title:	Director