UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Odyssey Marine Exploration, Inc.
__________________________________________________________________________
(Name of Issuer)
Common Stock, $0.0001 par value per share
__________________________________________________________________________
(Title of Class of Securities)
67611810 2
__________________________________________________________________________
(CUSIP Number)
James E. MacDougald
260 1st Avenue South, Suite 110
St. Petersburg, Florida 33701
(727) 823-9292
__________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 17, 2004
__________________________________________________________________________
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ]
SCHEDULE 13D
CUSIP No. 676118 10 2 Page 2 of 7 Pages
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
__________________________________________________________________________
MacDougald Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS
Not applicable
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E):
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MacDougald Family Limited Partnership is organized as a Nevada
limited partnership.
__________________________________________________________________________
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH 4,713,908
______________________________________
8 SHARED VOTING POWER
______________________________________
9 SOLE DISPOSITIVE POWER
4,713,908
______________________________________
10 SHARED DISPOSITIVE POWER
______________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,713,908
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
__________________________________________________________________________
SCHEDULE 13D
CUSIP No. 676118 10 2 Page 3 of 7 Pages
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacDougald Management, Inc.
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS
Not applicable
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E) :
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MacDougald Management, Inc. is a Nevada corporation.
__________________________________________________________________________
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH 4,713,908
______________________________________
8 SHARED VOTING POWER
______________________________________
9 SOLE VOTING POWER
4,713,908
______________________________________
10 SHARED DISPOSITIVE POWER
__________________________________________________________________________
11 SOLE VOTING POWER
4,713,908
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES :
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
__________________________________________________________________________
SCHEDULE 13D
CUSIP No. 676118 10 2 Page 4 of 7 Pages
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. MacDougald
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS
Not applicable
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E) :
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
__________________________________________________________________________
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH 4,713,908
______________________________________
8 SHARED VOTING POWER
______________________________________
9 SOLE DISPOSITIVE POWER
4,713,908
______________________________________
10 SHARED DISPOSITIVE POWER
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,713,908
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES :
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
__________________________________________________________________________
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") hereby
amends and supplements the Schedule 13D originally filed with the Securities
and Exchange Commission (the "Commission") on March 9, 2001 (the "Initial
Schedule 13D") by MacDougald Family Limited Partnership, a Nevada limited
partnership ("MFLP"), MacDougald Management, Inc., a Nevada corporation
("MMI"), and James E. MacDougald (collectively, the "Reporting Persons"),
as amended by Amendment No. 1 thereto filed on October 25, 2001
("Amendment No. 1") and Amendment No. 2 thereto filed on November 20, 2003
("Amendment No. 2"). This Amendment No. 3, together with the Initial
Schedule 13D, Amendment No. 1, and Amendment No. 2, are referred to
collectively as the "Schedule 13D". The information set forth in Item 1
below is being included for reference purposes, but no change has occurred
with respect to such information. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed to them in the Schedule
13D.
This Amendment No. 3 is being filed to report the sale by the Reporting
Persons of certain of the outstanding shares of Common Stock (defined in
Item 1 below) held by the Reporting Persons.
Item 1. Security of Issuer
This Amendment No. 3 relates to shares of common stock, $0.0001 par value
per share ("Common Stock"), of Odyssey Marine Exploration, Inc., a Nevada
corporation (the "Issuer"), whose principal executive offices are located
at 3604 Swann Avenue, Tampa, Florida 33609.
Item 4. Purpose of Transaction
This amendment is being filed to report the sale by MFLP of an aggregate
of 2,380,100 shares of Common Stock.
On September 17, 2004, MFLP sold 2,380,100 shares of Common Stock in
open market transactions, pursuant to an effective Registration Statement
on Form S-3 and the prospectus included therein.
With respect to its remaining holdings of Securities, MFLP will continue
to monitor its investment in, and ownership of, the Securities and may, as
result thereof, determine to sell, transfer, or exchange the Securities to
affiliates or third parties through private placements or market sales,
acquire additional Securities, warrants, or options, or maintain its
ownership position.
Except as indicated in the Schedule 13D, the Reporting Persons have no
plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
organization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
Page 5 of 7
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer
(a) As of the date of hereof, the Reporting Persons beneficially
own an aggregate of 4,713,908 shares of Common Stock, which
represents approximately 12.3% of the shares of Common Stock
which were outstanding as of May 31, 2004 (as reported by the
Issuer in its Quarterly Report on Form 10-QSB filed on
July 15, 2004).
(b) For purposes of Section 13 of the Securities Act of 1933, as
amended, MMI may be deemed to control MFLP, and James E.
MacDougald may be deemed to control MMI and MFLP. Each of
the Reporting Persons may thus be considered to beneficially
own and to have sole voting and dispositive power with respect
to all the Securities beneficially owned by MFLP.
(c) The sales of the Common Stock by the Reporting Persons within
the last 60 days is set forth in Exhibit 10 attached hereto and
which is incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits
Exhibit 10 Table of Transactions in the Common Stock by
Reporting Persons During the 60 Days Preceding
this Amendment No. 3 to Schedule 13D.
Page 6 of 7
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.
Dated: September 22, 2004 MACDOUGALD FAMILY
LIMITED PARTNERSHIP
By: MacDougald Management, Inc.
its General Partner
/s/ James E. MacDougald
----------------------------------
James E. MacDougald,
President
Dated: September 22, 2004 MACDOUGALD MANAGEMENT, INC.
/s/ James E. MacDougald
----------------------------------
James E. MacDougald,
President
Dated: September 22, 2004 /s/ James E. MacDougald
----------------------------------
James E. MacDougald (Individually)
Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
10 -- Table of Transactions in the Common Stock by Reporting
Persons During the 60 Days Preceding this Amendment No. 3
to Schedule 13D.
Exhibit 10
----------
TRANSACTIONS IN SHARES EFFECTED BY
REPORTING PERSONS DURING THE 60 DAYS PRECEDING
THIS AMENDMENT NO. # TO SCHEDULE 13D
Name Nature of Date of Transaction Number of Price Per
---- Transaction(1) (Trade Date) Shares Share
-------------- ------------------ --------- ---------
MacDougald Family Sale 09/17/04 1,000,000 $2.10
Limited Partnership
Sale 09/17/04 1,000,000 $2.10
Sale 09/17/04 380,100 $2.10
_____________________________________
(1) Sales were effected in an open market transactions.