UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Odyssey Marine Exploration, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
676118102
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
----------------
*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).
Page 1 of 10 Pages
CUSIP No. 676118102 13G/A Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GLG North American Opportunity Fund
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,451,700 Shares
2,225,000 Preferred Shares, convertible into 2,225,000
Shares (See Item 4)
Warrants to purchase 120,000 Preferred Shares,
convertible into 120,000 Shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,451,700 Shares
2,225,000 Preferred Shares, convertible into 2,225,000
Shares (See Item 4)
Warrants to purchase 120,000 Preferred Shares,
convertible into 120,000 Shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,451,700 Shares
2,225,000 Preferred Shares, convertible into 2,225,000
Shares (See Item 4)
Warrants to purchase 120,000 Preferred Shares, convertible
into 120,000 Shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.65% (See Item 4)
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(12) TYPE OF REPORTING PERSON **
OO
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CUSIP No. 676118102 13G/A Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares, convertible
into 200,000 Shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.90% (See Item 4)
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 676118102 13G/A Page 4 of 10 Pages
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(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 (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.90% (See Item 4)
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, HC
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CUSIP No. 676118102 13G/A Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners, Inc.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,728,754 Shares
3,250,000 Preferred Shares, convertible into 3,250,000
Shares (See Item 4)
Warrants to purchase 200,000 Preferred Shares,
convertible into 200,000 Shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.90% (See Item 4)
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 676118102 13G/A Page 6 of 10 Pages
This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G
filed on March 21, 2005, as amended by Amendment No.1 filed on February 14, 2007
(as amended, the "Schedule 13G") with respect to shares of Common Stock, par
value $0.0001 per share (the "Shares") 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), 2(c), 4 and 10 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 (the "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 the NAO Fund and certain other funds 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.
PARENT COMPANY
(iv) GLG Partners, Inc. (the "Parent Company"), which indirectly
wholly owns the General Partner, with respect to the Shares
held by each of the GLG Funds.
The Investment Manager serves as the investment manager to each of the
GLG Funds. The General Partner serves as the general partner to the
Investment Manager. The Parent Company indirectly wholly owns the
General Partner.
On November 2, 2007, the General Partner, the Investment Manager and
certain additional entities were directly or indirectly acquired by the
Parent Company (formerly named Freedom Acquisition Holdings, Inc.). The
Parent Company is publicly listed on the New York Stock Exchange under
the ticker symbol GLG.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Parent Company is:
390 Park Avenue, 20th Floor
New York, New York 10022
CUSIP No. 676118102 13G/A Page 7 of 10 Pages
The address of the principal business office of each of the other
Reporting Persons is:
c/o GLG Partners LP
1 Curzon Street
London W1J 5HB
United Kingdom
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
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) 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 filed on Form 10-Q for the
quarterly period ended September 30, 2007, the Company had 47,338,773
Shares outstanding as of November 1, 2007. In calculating the
percentage of Shares held by the Reporting Persons, we assumed the
conversion of the reported convertible preferred stock and the exercise
of the reported warrants. The Reporting Persons cannot convert their
entire holdings of the reported Preferred Shares until such time as the
Reporting Persons would not beneficially after any such conversion own
more than 9.90% of the outstanding 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 Emmanuel Roman,
Pierre Lagrange and Noam Gottesman are Managing Directors of the
General Partner. The Parent Company, which indirectly wholly owns the
General Partner, may be deemed to be the beneficial owner of all Shares
owned by the GLG Funds. Each of the Investment Manager, the General
Partner, the Parent Company, GLG Inc., Emmanuel Roman, Pierre Lagrange
and Noam Gottesman hereby disclaims any beneficial ownership of any
such Shares, except for their pecuniary interest therein.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
CUSIP No. 676118102 13G/A Page 8 of 10 Pages
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 14, 2008, by and among
GLG Partners, Inc., GLG Partners LP and GLG Partners Limited.
CUSIP No. 676118102 13G/A Page 9 of 10 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, 2008
GLG NORTH AMERICAN OPPORTUNITY FUND
By: GLG Partners LP, its Investment Manager
GLG PARTNERS LP
Individually and in its capacity as Investment Manager
GLG PARTNERS LIMITED
Individually and in its capacity as General Partner of GLG Partners LP
By: /s/ Timothy Kuschill
-------------------------------
Timothy Kuschill
Counsel of GLG Partners LP
By: /s/ Victoria Parry
-------------------------------
Victoria Parry, Attorney-in-Fact
On behalf of Emmanuel Roman, Managing Director, GLG Partners Limited
GLG PARTNERS, INC.
By: /s/ Alejandro R. San Miguel
-------------------------------
Alejandro R. San Miguel
General Counsel and Corporate Secretary
The Power of Attorney, dated January 14, 2008, executed by Emmanuel Roman,
authorizing Victoria Parry to sign and file this Schedule 13G/A on Emmanuel
Roman's behalf, which was filed with the Schedule 13G/A filed with the
Securities and Exchange Commission on February 14, 2008 by such Reporting
Persons with respect to the common stock of American Oil & Gas, Inc., is hereby
incorporated by reference.
CUSIP No. 676118102 13G/A Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G 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
of common stock, par value $0.0001 per share of Odyssey Marine Exploration, Inc
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, 2008
GLG NORTH AMERICAN OPPORTUNITY FUND
By: GLG Partners LP, its Investment Manager
GLG PARTNERS LP
Individually and in its capacity as Investment Manager
GLG PARTNERS LIMITED
Individually and in its capacity as General Partner of GLG Partners LP
By: /s/ Timothy Kuschill
-------------------------------
Timothy Kuschill
Counsel of GLG Partners LP
By: /s/ Victoria Parry
-------------------------------
Victoria Parry, Attorney-in-Fact
On behalf of Emmanuel Roman, Managing Director, GLG Partners Limited
GLG PARTNERS, INC.
By: /s/ Alejandro R. San Miguel
-------------------------------
Alejandro R. San Miguel
General Counsel and Corporate Secretary