OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response………11
|
|
Odyssey
Marine Exploration, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
676118102
|
(CUSIP
Number)
|
December
31, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
CUSIP
No
|
676118102
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Newland
Capital Management, LLC
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
1,236,942
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
1,236,942
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,236,942
|
||||
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)
|
|||
2.1%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP
No
|
676118102
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Newland
Master Fund, Ltd.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
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
|
|||
1,236,942
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
1,236,942
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,236,942
|
||||
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)
|
|||
2.1%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No
|
676118102
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Newland
Offshore Fund, Ltd.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
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
|
|||
1,055,112
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
1,055,112
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,055,112
|
||||
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)
|
|||
1.8%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No
|
676118102
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Ken
Brodkowitz
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
United
States
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
1,236,942
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
1,236,942
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,236,942
|
||||
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)
|
|||
2.1%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No
|
676118102
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Michael
Vermut
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [X]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
United
States
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
1,236,942
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
1,236,942
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,236,942
|
||||
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)
|
|||
2.1%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No
|
676118102
|
|||
Item
1.
|
(a).
|
Name
of Issuer:
|
|
Odyssey
Marine Exploration, Inc.
|
(b).
|
Address
of Issuer's Principal Executive Offices:
|
||
5215
W. Laurel Street
Tampa,
Florida 33607
|
Item
2.
|
(a).
|
Name
of Person Filing:
|
|
Newland
Capital Management, LLC
Newland
Master Fund, Ltd.
Newland
Offshore Fund, Ltd.
Ken
Brodkowitz
|
|||
Michael
Vermut
|
(b).
|
Address
of Principal Business Office, or if None, Residence:
|
||
Newland
Capital Management, LLC
350
Madison Avenue
11th
Floor
New
York, New York 10017
Newland
Master Fund, Ltd.
c/o
Goldman Sachs (CAYMAN) Trust, Limited
P.O.
Box 896
Gardenia
Court, Suite 3307
45
Market Street
Camana
Bay
Cayman
Islands KY1-1103
Newland
Offshore Fund, Ltd.
c/o
Goldman Sachs (CAYMAN) Trust, Limited
P.O.
Box 896
Gardenia
Court, Suite 3307
45
Market Street
Camana
Bay
Cayman
Islands KY1-1103
Ken
Brodkowitz
c/o
Newland Capital Management, LLC
350
Madison Avenue
11th
Floor
New
York, New York 10017
Michael
Vermut
c/o
Newland Capital Management, LLC
350
Madison Avenue
11th
Floor
|
|||
New
York, New York 10017
|
(c).
|
Citizenship:
|
||
Newland
Capital Management, LLC – Delaware limited liability company
Newland
Master Fund, Ltd. – Cayman Islands exempted company
Newland
Offshore Fund, Ltd. – Cayman Islands exempted company
Ken
Brodkowitz – United States citizen
|
|||
Michael
Vermut – United States citizen
|
(d).
|
Title
of Class of Securities:
|
||
Common
Stock, par value $0.0001 per share
|
(e).
|
CUSIP
Number:
|
||
676118102
|
Item
3.
|
If
This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
|
(a)
|
[_]
|
Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C.
78c).
|
(b)
|
[_]
|
Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
|
(c)
|
[_]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C.
78c).
|
(d)
|
[_]
|
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
(e)
|
[_]
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
(f)
|
[_]
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
(g)
|
[_]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
(h)
|
[_]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
|
(i)
|
[_]
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
(j)
|
[_]
|
Group,
in accordance with
s.240.13d-1(b)(1)(ii)(J).
|
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.
|
(a)
|
Amount
beneficially owned:
|
|
Newland
Capital Management, LLC: 1,236,942
Newland
Master Fund, Ltd.: 1,236,942
Newland
Offshore Fund, Ltd.: 1,055,112
Ken
Brodkowitz: 1,236,942
Michael
Vermut: 1,236,942
|
(b)
|
Percent
of class:
|
|
Newland
Capital Management, LLC: 2.1%
Newland
Master Fund, Ltd.: 2.1%
Newland
Offshore Fund, Ltd.: 1.8%
Ken
Brodkowitz: 2.1%
Michael
Vermut: 2.1%
|
(c)
|
Number
of shares as to which Newland Capital Management, LLC
has:
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared
power to vote or to direct the vote
|
1,236,942
|
,
|
||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,236,942
|
.
|
||
Number
of shares as to which Newland Master Fund, Ltd. has:
|
|||||
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared
power to vote or to direct the vote
|
1,236,942
|
,
|
||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,236,942
|
.
|
Number
of shares as to which Newland Offshore Fund, Ltd.
has:
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared
power to vote or to direct the vote
|
1,055,112
|
,
|
||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,055,112
|
.
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared
power to vote or to direct the vote
|
1,236,942
|
,
|
||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,236,942
|
.
|
||
Number
of shares as to which Michael Vermut
has:
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
||
(ii)
|
Shared
power to vote or to direct the vote
|
1,236,942
|
,
|
||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,236,942
|
.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[X].
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another
Person.
|
If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
|
|
N/A | |
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
If
a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
|
|
N/A | |
Item
8.
|
Identification
and Classification of Members of the
Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach
an exhibit stating the identity of each member of the group.
|
|
N/A |
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
|
|
N/A |
Item
10.
|
Certification.
|
(a)
|
The
following certification shall be included if the statement is filed
pursuant to §240.13d-1(b).
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and 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.
|
(b)
|
The
following certification shall be included if the statement is filed
pursuant to §240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant
to §240.13d-1(b)(1)(ii)(K) and a member of the group is a non-U.S.
institution eligible to file pursuant to
§240.13d-1(b)(1)(ii)(J):
|
By
signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to [insert particular category of
institutional investor] is substantially comparable to the regulatory
scheme applicable to the functionally equivalent U.S.
institution(s). I also undertake to furnish to the Commission
staff, upon request, information that would otherwise be disclosed in a
Schedule 13D.
|
(c)
|
The
following certification shall be included if the statement is filed
pursuant to §240.13d-1(c):
|
By
signing below I certify that, to the best of my 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.
|
February
16, 2010
|
||
Date
|
||
NEWLAND
CAPITAL MANAGEMENT, LLC*
|
||
By:
|
/s/
Ken Brodkowitz
|
|
Name:
|
Ken
Brodkowitz
|
|
Title:
|
Managing
Member
|
|
NEWLAND
MASTER FUND, LTD.*
|
||
By:
|
/s/
Ken Brodkowitz
|
|
Name:
|
Ken
Brodkowitz
|
|
Title:
|
Director
|
|
NEWLAND
OFFSHORE FUND, LTD.*
|
||
By:
|
/s/
Ken Brodkowitz
|
|
Name:
|
Ken
Brodkowitz
|
|
Title:
|
Director
|
|
KEN
BRODKOWITZ*
|
||
/s/
Ken Brodkowitz
|
||
MICHAEL
VERMUT*
|
||
/s/
Michael Vermut
|
||
NEWLAND
CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/
Ken Brodkowitz
|
|
Name:
|
Ken
Brodkowitz
|
|
Title:
|
Managing
Member
|
|
NEWLAND
MASTER FUND, LTD.
|
||
By:
|
/s/
Ken Brodkowitz
|
|
Name:
|
Ken
Brodkowitz
|
|
Title:
|
Director
|
|
NEWLAND
OFFSHORE FUND, LTD.
|
||
By:
|
/s/
Ken Brodkowitz
|
|
Name:
|
Ken
Brodkowitz
|
|
Title:
|
Director
|
|
KEN
BRODKOWITZ
|
||
/s/
Ken Brodkowitz
|
||
MICHAEL
VERMUT
|
||
/s/
Michael Vermut
|