Teekay Offshore Partners L P (TOO): Alec Litowitz and Ross Laser’s Magnetar Capital Ups Its Stake

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. Y8565J101

1

Names of Reporting Persons
MTP ENERGY FUND LTD

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
11,099,328

7

Sole Dispositive Power
0

8

Shared Dispositive Power
11,099,328

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,328

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.08%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. Y8565J101

1

Names of Reporting Persons
MTP ENERGY MANAGEMENT LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
15,560,890

7

Sole Dispositive Power
0

8

Shared Dispositive Power
15,560,890

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,890

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
11.32%

12

Type of Reporting Person (See Instructions)
IA, OO

CUSIP No. Y8564W103

1

Names of Reporting Persons
MAGNETAR FINANCIAL LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
15,560,890

7

Sole Dispositive Power
0

8

Shared Dispositive Power
15,560,890

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,890

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
11.32%

12

Type of Reporting Person (See Instructions)
IA, OO

CUSIP No. Y8565J101

1

Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
15,560,890

7

Sole Dispositive Power
0

8

Shared Dispositive Power
15,560,890

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,890

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
11.32%

12

Type of Reporting Person (See Instructions)
HC, PN

CUSIP No. Y8565J101

1

Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
15,560,890

7

Sole Dispositive Power
0

8

Shared Dispositive Power
15,560,890

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,890

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
11.32%

12

Type of Reporting Person (See Instructions)
HC, OO

CUSIP No. Y8565J101

1

Names of Reporting Persons
ALEC N. LITOWITZ

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
15,560,890

7

Sole Dispositive Power
0

8

Shared Dispositive Power
15,560,890

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,890

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
11.32%

12

Type of Reporting Person (See Instructions)
HC, IN

Item 1(a)

Name of Issuer.
Teekay Offshore Partners L.P. (the Issuer)

Item 1(b)

Address of Issuers Principal Executive Offices.
4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08 Bermuda

Item 2(a)

Name of Person Filing.
This statement is filed on behalf of each of the following person (collectively, the Reporting Persons):

i)                                       MTP Energy Fund Ltd (MTP Energy Fund)

ii)                                    MTP Energy Management LLC (MTP Energy Management)

iii)                                 Magnetar Financial LLC (Magnetar Financial);

iv)                                  Magnetar Capital Partners LP (Magnetar Capital Partners);

v)                                     Supernova Management LLC (Supernova Management); and

vi)                                  Alec N. Litowitz (Mr. Litowitz).

This statement relates to the Units (as defined herein) held for MTP EOF II IP LLC, a Delaware limited liability company, MTP Energy Opportunities Fund LLC, a Delaware limited liability company, MTP Energy Opportunities Fund II LLC, a Delaware limited liability company and MTP Energy Fund, a Cayman Islands exempted company.  Magnetar Financial serves as the sole member of MTP Energy Management, a Delaware limited liability company and MTP Energy Management is a relying adviser of Magnetar Financial, and serves as the managing member to MTP EOF II IP LLC, investment advisor and managing member to MTP Energy Opportunities Fund LLC, managing member to MTP Energy Opportunities Fund II LLC and investment manager to MTP Energy Fund.  In such capacity, MTP Energy Management exercises voting and investment power over the common units held for the accounts of MTP EOF II IP LLC, MTP Energy Opportunities Fund LLC, MTP Energy Opportunities Fund II LLC and MTP Energy Fund.  Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

Item 2(b)

Address of Principal Business Office.
The address of the principal business office of each of MTP Energy Fund, Magnetar Energy Management, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Item 2(c)

Place of Organization.
i)                                       MTP Energy Fund is a Cayman Islands exempted company;

ii)                                    MTP Energy Management is a Delaware limited liability company;

iii)                                 Magnetar Financial is a Delaware limited liability company;

iv)                                  Magnetar Capital Partners is a Delaware limited partnership;

v)                                     Supernova Management is a Delaware limited liability company; and

vi)                                  Mr. Litowitz is a citizen of the United States of America.

Item 2(d)

Title of Class of Securities.
Common Units, Representing Limited Partner Interests (the Units)

Item 2(e)

CUSIP Number.
Y8565J101

Item 3

Reporting Person.

(e) x An investment adviser in accordance with §240.13d1(b)(1)(ii)(E)

(g) x A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G)

Item 4

Ownership.

Item 4(a)

Amount beneficially owned:   

(i)  As of June 30 2016, each of MTP Energy Management, Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 15,560,890 Shares.  The amount consists of (A) 569,350 Units held for the account of MTP EOF II IP LLC; (B) 466,132 Units held for the account of MTP Energy Opportunities Fund LLC; (C) 3,426,080 Units held for the account of MTP Energy Opportunities Fund II LLC; and (D) 11,099,328 Units held for the accounts of MTP Energy Fund which represents approximately 11.32% (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Units of the Issuer.

(ii) As of June 30 2016, each of Reporting Persons held 11,099,328 Units which represents approximately 8.08% (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Units of the Issuer.

Item 4(b)

Percent of class:   

(i)  As of June 30, 2016, each of each of MTP Energy Management, Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz were deemed to be the beneficial owner constituting approximately 11.32% of the total number of Units outstanding (based upon the information provided by the Issuer in its most recently filed registration statement on Form 6-K, there were approximately 137,430,180 Units outstanding as of June 30, 2016).

(ii) As of June 30 2016, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 8.08% of the total number of Units outstanding (based upon the information provided by the Issuer in its most recently filed registration statement on Form 6-K, there were approximately 137,430,180 Units outstanding as of June 30, 2016).

Item 4(c)

Number of shares of which such person has:

MTP Energy Management, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:

(i)

Sole power to vote or to direct the vote:   

0

(ii)

Shared power to vote or to direct the vote :    

15,560,890

(iii)

Sole power to dispose or to direct the disposition of:   

0

(iv)

Shared power to dispose or to direct the disposition of:   

15,560,890

MTP Energy Fund, MTP Energy Management, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:

(i)

Sole power to vote or to direct the vote:   

0

(ii)

Shared power to vote or to direct the vote :    

11,099,328

(iii)

Sole power to dispose or to direct the disposition of:   

0

(iv)

Shared power to dispose or to direct the disposition of:   

11,099,328

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

This Item 7 is not applicable.

Item 8

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

Item 9

Notice of Dissolution of Group.

This Item 9 is not applicable.

Item 10

Certification.

By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Date:   July 11, 2016

MTP ENERGY FUND LTD

By: MTP Energy Management LLC, its Investment Manager

By:

/s/ Alec N. Litowitz

Name:  Alec N. Litowitz

Title:    Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP, Sole Member of Magnetar Financial LLC, Sole Member of MTP Energy Management LLC

Date:   July 11, 2016

MTP ENERGY MANAGEMENT LLC

By: Magnetar Financial LLC, its Sole Member

By:

/s/ Alec N. Litowitz

Name:  Alec N. Litowitz

Title:    Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP, Sole Member of Magnetar Financial LLC

Date:   July 11, 2016

MAGNETAR FINANCIAL LLC

By: Magnetar Capital Partners LP, its Sole Member

By:

/s/ Alec N. Litowitz

Name:  Alec N. Litowitz

Title:    Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

Date:   July 11, 2016

MAGNETAR CAPITAL PARTNERS LP

By: Supernova Management LLC, its General Partner

By:

/s/ Alec N. Litowitz

Name:  Alec N. Litowitz

Title:    Manager of Supernova Management LLC

Date:   July 11, 2016

SUPERNOVA MANAGEMENT LLC

By:

/s/ Alec N. Litowitz

Name:  Alec N. Litowitz

Title:    Manager

Date:   July 11, 2016

/s/ Alec N. Litowitz

Alec N. Litowitz

Ex.

A

Joint Filing Agreement