UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
1721 Brightwaters Blvd., NE
St. Petersburg, Florida 33704
(727) 823-9292
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 18, 2003
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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 7,294,008
______________________________________________
8 SHARED VOTING POWER
______________________________________________
9 SOLE DISPOSITIVE POWER
7,294,008
______________________________________________
10 SHARED DISPOSITIVE POWER
______________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,294,008
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.0%
_____________________________________________________________________________
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 7,294,008
______________________________________________
8 SHARED VOTING POWER
______________________________________________
9 SOLE VOTING POWER
7,294,008
______________________________________________
10 SHARED DISPOSITIVE POWER
_____________________________________________________________________________
11 SOLE VOTING POWER
7,294,008
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.0%
_____________________________________________________________________________
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 7,294,008
______________________________________________
8 SHARED VOTING POWER
______________________________________________
9 SOLE DISPOSITIVE POWER
7,294,008
______________________________________________
10 SHARED DISPOSITIVE POWER
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,294,008
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.0%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
Item 1. Security of Issuer
This Schedule 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. (This Amendment No.
2 to the Schedule 13D, together with Amendment No. 1 to the Schedule 13D
filed on October 25, 2001 and the Initial Schedule 13D filed on March 9,
2001 are referred to herein, collectively, as the "Schedule 13D").
Unless otherwise indicated, all capitalized terms used herein shall have
the meanings previously ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
This amendment is being filed to report (a) the sale by MFLP of an
aggregate of 2,000,000 shares of Common Stock, (b) the gift by MFLP of
300,000 shares of Common Stock to Eckerd College, and (c) the expiration
of Warrants to purchase 1,659,000 shares of Common Stock.
On November 7, 2003 and November 18, 2003, MFLP sold 2,000 and
1,998,000 shares of Common Stock, respectively, pursuant to an effective
Registration Statement on Form S-2 and the prospectus included therein.
The 2,000 shares were sold in an open market transaction and the
1,998,000 shares were sold in a block trade. MFLP gifted 250,000 and
50,000 shares of Common Stock to Eckerd College on June 28, 2002 and
July 24, 2003, respectively. In addition, the following Warrants issued
to MFLP on February 28, 2001 have expired:
Number of Expiration
Warrant No. Underlying Shares Exercise Price Date
----------- ----------------- -------------- ----------
020601-1 722,000 $3.00 2/28/03
020601-2 120,000 $2.50 3/31/02
020601-3 817,000 $2.00 2/28/03
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
(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 7,294,008 shares of Common Stock
(including 230,000 shares of Common Stock which may be
acquired upon the exercise of Warrants currently owned),
which represents approximately 21.0% of the shares of Common
Stock which were outstanding as of September 30, 2003 (as
reported by the Issuer in its Quarterly Report on Form 10-QSB
filed on October 15, 2003).
(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 9 attached hereto
and which is incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits
Exhibit 9 Table of Transactions in the Common Stock by
Reporting Persons During the 60 Days Preceding
this Amendment No. 2 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: November 20, 2003 MACDOUGALD FAMILY
LIMITED PARTNERSHIP
By: MacDougald Management, Inc.
its General Partner
/s/ James E. MacDougald
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James E. MacDougald,
President
Dated: November 20, 2003 MACDOUGALD MANAGEMENT, INC.
/s/ James E. MacDougald
-------------------------------
James E. MacDougald,
President
Dated: November 20, 2003 /s/ James E. MacDougald
-------------------------------
James E. MacDougald (Individually)
Page 7 of 7
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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9 -- Table of Transactions in the Common Stock by
Reporting Persons During the 60 Days Preceding this
Amendment No. 2 to Schedule 13D.