Edgar Filing: Teekay Offshore Partners L.P.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Luxor Capital Group, LP

2. Issuer Name and Ticker or Trading Symbol
Teekay Offshore Partners L.P. [TOO]

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

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

(Last)

(First)

(Middle)

767 FIFTH AVENUE, 19TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2007

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2007		P		4,364	A	$ 25.2403	257,116	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		6,489	A	$ 25.2403	380,899	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		1,252	A	$ 25.2403	74,258	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		6,234	A	$ 25.2403	369,557	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		1,661	A	$ 25.2403	96,352	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		4,582	A	$ 25.2193	261,698	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		6,813	A	$ 25.2193	387,712	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		1,314	A	$ 25.2193	75,572	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		6,546	A	$ 25.2193	376,103	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/13/2007		P		1,745	A	$ 25.2193	98,097	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		537	A	$ 24.9649	262,235	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		785	A	$ 24.9649	388,497	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		143	A	$ 24.9649	75,715	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		713	A	$ 24.9649	376,816	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		174	A	$ 24.9649	98,271	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		2,464	A	$ 25.0007	264,699	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		3,603	A	$ 25.0007	392,100	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		656	A	$ 25.0007	76,371	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		3,282	A	$ 25.0007	380,098	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	12/14/2007		P		795	A	$ 250,007	99,066	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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
LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN, E9 00000		X
Luxor Capital Partners, LP 767 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY 10153		X
LCG SELECT OFFSHORE LTD PO BOX 309GT UGLAND HOUSE SOUTH CHURCH S GEORGE TOWN GRAND CAYAMAN CAYMAN ISLANDS, E9 00000		X
LCG SELECT LLC 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		12/17/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(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 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 4, 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.

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