UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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 2,344,008
_________________________________________
8 SHARED VOTING POWER
_________________________________________
9 SOLE DISPOSITIVE POWER
2,344,008
_________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,344,008
___________________________________________________________________________
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 2,344,008
_________________________________________
8 SHARED VOTING POWER
_________________________________________
9 SOLE VOTING POWER
2,344,008
_________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 SOLE VOTING POWER
2,344,008
___________________________________________________________________________
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 2,344,008
_________________________________________
8 SHARED VOTING POWER
_________________________________________
9 SOLE DISPOSITIVE POWER
2,344,008
_________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,344,008
___________________________________________________________________________
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. 6 to Schedule 13D (this "Amendment No. 6")
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"), Amendment No. 4 thereto filed on September 28, 2004
("Amendment No. 4"), and Amendment No. 5 thereto filed on February 4,
2005 ("Amendment No. 5"). This Amendment No. 6, together with the
Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No.
3, Amendment No. 4, and Amendment No. 5 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. 6 is being filed to correct the number of
shares of the Common Stock (defined below) held by the Reporting
Persons totaling the sale of shares reported in Amendment No. 5.
Item 1. Security of Issuer
This Amendment No. 6 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 correct the disclosures set
forth in Amendment No. 5 regarding the number of shares of Common
Stock held by the Reporting Person following the reported sale by MFLP
of an aggregate of 1,250,000 shares of Common Stock on February 2,
2005 in open market transactions. See Item 5(a) of this Amendment No. 6.
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;
(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 Pages
(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 2,344,008 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). Amendment No. 5
erroneously indicated that the number of such shares of
Common Stock held by the Reporting Person was 2,344,008.
This was a computation error which is corrected hereby.
(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) No sales of the Common Stock by the Reporting Persons have
taken place since those reported in Amendment No. 5.
Item 7. Material to Be Filed as Exhibits
None.
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)