TK Teekay Corporation Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Teekay Tankers Ltd.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

G8726X 106

(CUSIP Number)

N. Angelique Burgess

2nd Floor, Swan Building,

26 Victoria Street,

Hamilton HM 12, Bermuda

Telephone: (441) 298-2530

with a copy to:

David Matheson, Esq.

Perkins Coie, LLP, 1120 NW Couch Street, 10^th Floor

Portland, Oregon 97209

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 10, 2024

(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 purposes 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/A

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Explanatory Note:

This Amendment No. 7 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Teekay Corporation Ltd. (formerly Teekay Corporation) on December 28, 2007 and Amendments No. 1, 2, 3, 4, 5, and 6 on Schedule 13D filed by Teekay Corporation Ltd. on December 28, 2017, December 23, 2021, January 28, 2022, August 23, 2022, September 9, 2022, and October 3, 2024, respectively (together, the “Original Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Each of the Reporting Person and the Issuer redomiciled from The Republic of the Marshall Islands to Bermuda effective October 1, 2024.

Item 1. Security and Issuer

This Amendment relates to shares of Class A common stock (the “Class A Common Shares”) of Teekay Tankers Ltd., an exempted company organized under the laws of Bermuda (the “Issuer”), with principal executive offices at 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM 12, Bermuda.

Item 2. Identity and Background

This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as set forth below:

This Amendment relates to Teekay Corporation Ltd., an exempted company existing under the laws of Bermuda (the “Reporting Person”), with its principal executive offices at 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM 12, Bermuda. The Reporting Person is principally engaged in the business of international crude oil and petroleum product transportation services and vessel management for the Australian Government.

The name, principal occupation or employment and principal business address and citizenship of each director and executive officer of the Reporting Person are as set forth on Schedule A.

In the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the individuals set forth on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any action as a result of which it or such individual 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.

Item 3. Source and Amount of Funds or Other Consideration

This Amendment amends and restates Item 3 of the Original Schedule 13D in its entirety as set forth below:

The Reporting Person acquired 342,004 Class A Common Shares in open market transactions for an aggregate purchase price of $20.8 million, on the dates and at average prices per share set forth in Item 5(c) below. The share purchases were funded using cash from the Reporting Person’s working capital.

Item 4. Purpose of Transaction

This Amendment amends and restates Item 4 of the Original Schedule 13D in its entirety as set forth below:

The Reporting Person acquired the Issuer’s securities indicated in Item 3 as part of the transactions described in Item 3 above.

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The Reporting Person beneficially owns⁽¹⁾ 4,625,997 shares of Class B Common Shares and 6,016,417 Class A Common Shares. Each Class B Common Share has five votes per share and each Class A Common Share has one vote per share. However, the voting power of the Class B Common Shares is limited such that the aggregate voting power of all Class B Common Shares outstanding can at no time exceed 49% of the voting power of the Issuer’s Class A Common Shares and Class B Common Shares, voting together as a single class. The Reporting Person currently holds, indirectly, Class A Common Shares and Class B Common Shares representing 55.1% of the aggregate voting power of the Issuer’s capital stock. The Reporting Person, and its wholly-owned subsidiary and the Issuer’s manager, Teekay Services Ltd. (the “Manager”), provide certain commercial, technical, strategic and administrative services to the Issuer pursuant to a long-term management agreement. The Issuer’s executive officers are employees of the Reporting Person or its subsidiaries. Due to these relationships, and the level of its ownership of voting stock, the Reporting Person has the ability to exercise substantial influence over the Issuer’s management and affairs.

The Class B Common Shares are convertible into Class A Common Shares on a one-for-one basis, at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Original Schedule 13D.

As of the date of this Amendment, the Reporting Person has no plans or proposals which relate to or would result in any of the following actions, except as disclosed herein and except that the Reporting Person or its affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional Class A Common Shares in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the Class A Common Shares now owned or hereafter acquired by them to one or more purchasers:

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The Reporting Person, due to its ability to exercise substantial influence over the Issuer’s management and affairs, may be able to influence the decisions of the Issuer and its subsidiaries relating to certain significant actions. These actions include:

Item 5. Interest in Securities of the Issuer

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

(a) The Reporting Person beneficially owns⁽¹⁾ 6,016,417 Class A Common Shares, representing 20.2% of the outstanding Class A Common Shares of the Issuer. The Reporting Person also beneficially owns⁽¹⁾ 4,625,997 Class B Common Shares of the Issuer, representing 100% of the Issuer’s Class B Common Shares. The Class B Common Shares held by the Reporting Person are convertible into Class A Common Shares on a one-for-one basis, at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Original Schedule 13D. As described in Item 4 above, the Class A Common Shares and Class B Common Shares held by the Reporting Person currently represent 55.1% of the aggregate voting power of the Issuer’s capital stock. On an as-converted basis (i.e. conversion of the Class B Common Shares to Class A Common Shares), the Reporting Person is the beneficial owner of 31.0% of the aggregate voting power of the Issuer’s capital stock.

(b) The Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Class A Common Shares and Class B Common Shares owned by the Reporting Person.

(c) The Reporting Person acquired the following Class A Common Shares in open market transactions during the period starting on October 3, 2024 and ending October 10, 2024:

(d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Shares beneficially owned by the Reporting Person.

⁽¹⁾ As of the date of this Amendment, the Reporting Person through its wholly-owned subsidiaries, Teekay Holdings Limited and Teekay Finance Limited, beneficially owns 6,016,417 Class A Common Shares and 4,625,997 Class B Common Shares. The Class B Common Shares are convertible into Class A Common Shares on a one-for-one basis, at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Original Schedule 13D.

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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.

October 11, 2024

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SCHEDULE A

Directors and Executive Officers of Teekay Corporation Ltd.:

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