Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Odyssey Marine Exploration, Inc.
- --------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.0001 par value per share
- --------------------------------------------------------------------
(Title of Class of Securities)
676118 10 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)
May 4, 2005
- --------------------------------------------------------------------
(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 1,144,008
REPORTING -----------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,144,008
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,008
- -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.77%
- -------------------------------------------------------------------------
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 Florida corporation.
- -------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH
REPORTING 1,144,008
PERSON WITH ---------------------------------------------------
8 SHARED VOTING POWER
---------------------------------------------------
9 SOLE VOTING POWER
1,144,008
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------
11 SOLE VOTING POWER
1,144,008
- -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.77 %
- -------------------------------------------------------------------------
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) [ ]
(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 1,144,008
REPORTING ---------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,144,008
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,008
- -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.77%
- -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------
This Amendment No. 7 to Schedule 13D (this "Amendment No.
7") 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 Florida
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"),
Amendment No. 4 thereto filed on September 28, 2004 ("Amendment
No. 4"), Amendment No. 5 thereto filed on February 4, 2005
("Amendment No. 5"), and Amendment No. 6 thereto filed on
February 4, 2005 ("Amendment No. 6"). This Amendment No. 7,
together with the Initial Schedule 13D, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.
5, and Amendment No. 6 are referred to collectively as the
"Schedule 13D". The information set forth in Items 1 and 4 below
are 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. 7 is being filed to report the sale by
the Reporting Persons of certain of the outstanding shares of the
Common Stock (defined below) held by the Reporting Persons.
Item 1. Security of Issuer
------------------
This Amendment No. 7 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 1,200,000 shares of Common Stock between April 8,
2005 and May 6, 2005 in open market transactions. As a result of
those sales transactions and the increase in the number of
outstanding shares of Common Stock, the Reporting Persons have
ceased to be the beneficial owners of more than 5% of the
outstanding Common Stock.
With respect to its remaining holdings of Common Stock, MFLP
will continue to monitor its investment in, and ownership of, the
Common Stock and may, as result thereof, determine to sell,
transfer, or exchange the Common Stock with or to affiliates or
third parties through private placements or market sales, acquire
additional Common Stock, 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;
Page 5 of 7 Pages
(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;
(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 1,144,008 shares of
Common Stock, which represents approximately 2.77% of
the shares of Common Stock which were outstanding as of
March 10, 2005 (as reported by the Issuer in its Form
10-KSB filed on March 23, 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 Amendment No. 6 is set forth in
Exhibit 13 attached hereto and such exhibit is
incorporated herein by reference.
(d) None.
(e) On May 4, 2005, the Reporting Persons ceased to be the
beneficial owner of more than 5% of the outstanding
shares of Common Stock.
Item 7. Material to Be Filed as Exhibits
--------------------------------
Exhibit 13 Table of Transactions in the Common Stock by
Reporting Persons since filing of Amendment No.
6.
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: May 10, 2005 MACDOUGALD FAMILY
LIMITED PARTNERSHIP
By: MacDougald Management, Inc.
its General Partner
/s/ James E. MacDougald
----------------------------------
James E. MacDougald,
President
Dated: May 10, 2005 MACDOUGALD MANAGEMENT, INC.
/s/ James E. MacDougald
----------------------------------
James E. MacDougald,
Secretary and Treasurer
Dated: May 10, 2005
/s/ James
E. MacDougald
----------------------------------
James E. MacDougald (Individually)
Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
13 -- Table of Transactions in the Common Stock by Reporting
Persons Since the Filing of Amendment No. 6.