p11-0465sc13ga.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
Odyssey Marine Exploration, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
676118102
(CUSIP Number)
 
December 31, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 8 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No.  676118102
 
13G/A
Page2of 8 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG North American Opportunity Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
 
1,867,569 Shares of Common Stock
 
174,000 Series D Preferred Shares (the “Preferred Shares”), convertible into 174,000 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock
 
Warrants to purchase 1,500,000 Shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
 
1,867,569 Shares of Common Stock
 
174,000 Preferred Shares, convertible into 174,000 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock
 
Warrants to purchase 1,500,000 Shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,867,569 Shares of Common Stock
 
174,000 Preferred Shares, convertible into 174,000 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock
 
Warrants to purchase 1,500,000 Shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨

 
 
 


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.90%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  676118102
13G/A
Page 3 of 8 Pages
 


     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
 
2,743,493  Shares of Common Stock
 
206,400 Preferred Shares, convertible into 206,400 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock*
 
Warrants to purchase 1,500,000 Shares of Common Stock*
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
 
2,743,493  Shares of Common Stock
 
206,400 Preferred Shares, convertible into 206,400 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock*
 
Warrants to purchase 1,500,000 Shares of Common Stock*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,743,493  Shares of Common Stock
 
206,400 Preferred Shares, convertible into 206,400 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock*
 
Warrants to purchase 1,500,000 Shares of Common Stock*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨

 
 
 


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12
TYPE OF REPORTING PERSON**
PN

* As more fully described in Item 4, these reported securities are subject to a 9.9% beneficial ownership blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8), and (9) show the number of Shares of Common Stock that would be issuable upon full exercise or conversion of such reported securities and do not give effect to such blocker. Therefore, the actual number of Shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8), and (9).
 
 
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  676118102
 
13G/A
Page 4 of 8 Pages
     


     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
 
2,743,493  Shares of Common Stock
 
206,400 Preferred Shares, convertible into 206,400 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock*
 
Warrants to purchase 1,500,000 Shares of Common Stock*
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
 
2,743,493  Shares of Common Stock
 
206,400 Preferred Shares, convertible into 206,400 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock*
 
Warrants to purchase 1,500,000 Shares of Common Stock*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,743,493  Shares of Common Stock
 
206,400 Preferred Shares, convertible into 206,400 Shares of Common Stock
 
20 Series G Preferred Shares, convertible into 2,800,000 Shares of Common Stock*
 
Warrants to purchase 1,500,000 Shares of Common Stock*

 
 
 


10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12
TYPE OF REPORTING PERSON**
IA, HC

* As more fully described in Item 4, these reported securities are subject to a 9.9% beneficial ownership blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8), and (9) show the number of Shares of Common Stock that would be issuable upon full exercise or conversion of such reported securities and do not give effect to such blocker. Therefore, the actual number of Shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8), and (9).
 
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  676118102
 
13G/A
Page 5 of 8 Pages



This Amendment No. 6 (this "Amendment") amends the statement on Schedule 13G filed on March 21, 2005 (the "Original Schedule 13G"), as amended by Amendment No.1 filed on February 14, 2007, as further amended by Amendment No. 2 filed on February 14, 2008, Amendment No. 3 filed on February 10, 2009, Amendment No. 4 filed on February 12, 2010, and Amendment No. 5 filed on October 12, 2010 (the "Original Schedule 13G" as amended, the "Schedule 13G") with respect to shares of Common Stock, par value $0.0001 per share (the "Shares of Common Stock") of Odyssey Marine Exploration, Inc., a Nevada corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 2(a), 2(b) and 4 in their entirety as set forth below.
 

ITEM 2 (a)
NAME OF PERSON FILING:
   
 
This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the Shares:
 
  Fund
 
 
 
(i)
GLG North American Opportunity Fund ("NAO Fund"), with respect to the Shares held by it.
 
 
Investment Manager
 
 
 
(ii)
GLG Partners, LP (the "Investment Manager"), with respect to the Shares held by certain funds and managed accounts to which the Investment Manager serves as investment manager (collectively, the "GLG Funds").
 
  General Partner
 
 
 
(iii)
GLG Partners Limited (the “General Partner”), which serves as the general partner of the Investment Manager, with respect to the Shares held by each of the GLG Funds.
     
 
GLG Partners, Inc. is hereby removed as a Reporting Person on the Schedule 13G because it no longer indirectly owns the General Partner.

Item 2 (b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
 
The address of the principal business office of each Reporting Person is:
 
c/o GLG Partners LP
1 Curzon Street
London W1J 5HB
United Kingdom


 
 
 
CUSIP No.  676118102
 
13G/A
Page 6 of 8 Pages



Item 4.
OWNERSHIP.
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
The information required by Items 4(a) – (c), as of the date hereof, is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Based upon the Company's Quarterly Report for the quarterly period ended September 30, 2010, filed on Form 10-Q on November 4, 2010, as of November 1, 2010, there were 66,770,926 Shares of Common Stock outstanding. In calculating the percentage of Shares of Common Stock held by the Reporting Persons, we assumed the conversion of the reported convertible Preferred Shares and Series G Preferred Shares and exercise of the reported Warrants, subject to (in the case of Series G Preferred Shares and Warrants) the 9.9% beneficial ownership blockers described below.
 
As set forth in the Certificate of Designation of the reported Series G Preferred Shares, (i) the number of Shares of Common Stock into which the Series G Preferred Shares are convertible is limited to the number of Shares of Common Stock that would result in the Reporting Persons having aggregate beneficial ownership of not more than 9.9% of the Shares of Common Stock; (ii) the earliest date on which Series G Preferred Shares can be converted into the Shares of Common Stock is April 15, 2011; and (iii) the holders of Series G Preferred Shares have the right to one vote for each Share of Common Stock into which such Series G Preferred Stock could be converted (subject to the 9.9% beneficial ownership blocker referred to in clause (i) above) as if the Series G Preferred Shares were convertible into Shares of Common Stock immediately upon issuance (as opposed to on or after April 15, 2011).
 
As set forth in the terms of the reported Warrants, the number of Shares of Common Stock into which such Warrants are exercisable is limited to the number of Shares of Common Stock that would result in the Reporting Persons having aggregate beneficial ownership of not more than 9.9% of the Shares of Common Stock.
 
The Investment Manager, which serves as the investment manager to each of the GLG Funds, may be deemed to be the beneficial owner of all Shares owned by the GLG Funds. The Investment Manager exercises its investment authority directly or indirectly through various entities, including, without limitation, GLG Inc. The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all Shares owned by the GLG Funds. Each of the Investment Manager, the General Partner and GLG Inc. hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
 
Exhibits:
 
Exhibit I: Joint Filing Agreement, dated as of February 14, 2011, by and among North American Opportunity Fund, GLG Partners LP and GLG Partners Limited.
 


 
 
 
CUSIP No.  676118102
 
13G/A
Page 7 of 8 Pages



SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
DATED:  February 14, 2011

 
GLG NORTH AMERICAN OPPORTUNITY FUND
   
By:
GLG Partners LP, its Investment Manager
   
 
GLG PARTNERS LP
   
Individually and in its capacity as Investment Manager of North American Opportunity Fund
   
 
By:
 /s/ Victoria Parry
   
Name:
Victoria Parry
   
Title:
Head of Product Legal
   
 
GLG PARTNERS LIMITED
   
Individually and in its capacity as General Partner of GLG Partners LP
     
 
By:
  /s/  Emmanuel Roman
   
Name:
Emmanuel Roman
   
Title:
Co CEO/COO
   


 
 
 
CUSIP No.  676118102
 
13G/A
Page 8 of 8 Pages


EXHIBIT 1
 
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Shares is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
DATED as of February 14, 2011
 
 
GLG NORTH AMERICAN OPPORTUNITY FUND
   
By:
GLG Partners LP, its Investment Manager
   
 
GLG PARTNERS LP
   
Individually and in its capacity as Investment Manager of North American Opportunity Fund
   
 
By:
 /s/ Victoria Parry
   
Name:
Victoria Parry
   
Title:
Head of Product Legal
   
 
GLG PARTNERS LIMITED
   
Individually and in its capacity as General Partner of GLG Partners LP
     
 
By:
  /s/  Emmanuel Roman
   
Name:
Emmanuel Roman
   
Title:
Co CEO/COO