UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Odyssey Marine Exploration, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
676118 10 2
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(CUSIP Number)
James E. MacDougald
260 1st Avenue South, Suite 110
St. Petersburg, Florida 33701
(727) 823-9292
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 2, 2005
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(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 2,314,008
_________________________________________
8 SHARED VOTING POWER
_________________________________________
9 SOLE DISPOSITIVE POWER
2,314,008
_________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,314,008
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES :
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
___________________________________________________________________________
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 2,314,008
_________________________________________
8 SHARED VOTING POWER
_________________________________________
9 SOLE VOTING POWER
2,314,008
_________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 SOLE VOTING POWER
2,314,008
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES :
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
___________________________________________________________________________
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 2,314,008
_________________________________________
8 SHARED VOTING POWER
_________________________________________
9 SOLE DISPOSITIVE POWER
2,314,008
_________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,314,008
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES :
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
___________________________________________________________________________
This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") 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"), Amendment No. 2 thereto filed on
November 20, 2003 ("Amendment No. 2"), Amendment No. 3 thereto filed on
September 23, 2004 ("Amendment No. 3"), and Amendment No. 4 thereto filed
on September 28, 2004 ("Amendment No. 4"). This Amendment No. 5,
together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2,
Amendment No. 3, and Amendment No. 4 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. 5 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. 5 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 1,250,000 shares of Common Stock on February 2, 2005 in open
market transactions.
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;
(f) any other material change in the Issuer's business or
corporate structure;
Page 5 of 7 Pages
(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 2,314,008 shares of Common Stock, which
represents approximately 6.0% of the shares of Common Stock
which were outstanding as of January 21, 2005 (as reported by
the Issuer in its definitive proxy statement filed on January
28, 2005).
(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 since
those reported in this Amendment No. 4 is set forth in Exhibit
12 attached hereto and which is incorporated by reference
herein.
Item 7. Material to Be Filed as Exhibits
Exhibit 12 Table of Transactions in the Common Stock by Reporting
Persons Since the Filing of Amendment No. 4.
Page 6 of 7 Pages
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: February 4, 2005 MACDOUGALD FAMILY
LIMITED PARTNERSHIP
By: MacDougald Management, Inc.
its General Partner
/s/ James E. MacDougald
-----------------------------
James E. MacDougald,
President
Dated: February 4, 2005 MACDOUGALD MANAGEMENT, INC.
/s/ James E. MacDougald
-----------------------------
James E. MacDougald,
President
Dated: February 4, 2005 /s/ James E. MacDougald
-----------------------------
James E. MacDougald (Individually)
Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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12 -- Table of Transactions in the Common Stock by Reporting
Persons Since the Filing of Amendment No. 4.