Schedule 13D – Amendment No. 3
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CUSIP No.681659-207
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1.
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NAMES OF REPORTING PERSON
Frank J. Drohan (“Drohan”)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO and PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
3,375,137
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
3,375,137
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,375,137
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
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14.
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TYPE OF REPORTING PERSON
IN
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Schedule 13D – Amendment No. 3
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CUSIP No.681659-207
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Schedule 13D – Amendment No. 3
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CUSIP No.681659-207
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i.
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Pursuant to a Board of Directors resolution dated September 23, 2008, Drohan was granted Stock Options to purchase 500,000 Common Shares at $0.52 per share (later adjusted pursuant to the Stock Splits to 100,000 Common Shares at an exercise price of $2.60 per share).
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ii.
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On December 9, 2008, pursuant to a resolution of the Board of Directors, the Company issued and contributed 60,576 Common Shares valued at $31,486 representing the Company’s 2008 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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iii.
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On March 5, 2009, Drohan gifted 56,500 Common Shares to his son.
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iv.
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On March 18, 2009, pursuant to a resolution of the Board of Directors, the Company issued and contributed 172,620 Common Shares valued at $34,510 representing the Company’s 2009 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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v.
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On January 11, 2010, Drohan gifted 100,000 Common Shares to his son.
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vi.
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On December 30, 2009, the Company effected a 100-for-1 reverse split of its Common Shares followed immediately thereafter by a 1-for-20 forward split of its Common Shares (the "Stock Splits").
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vii.
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On March 4, 2010, Drohan disposed of 1.77 Common Shares representing the compulsory disposition of fractional shares resulting from the Stock Splits. In lieu of issuing any fractional shares resulting from the Stock Splits, the Issuer distributed a cash payment for all such fractional shares to the owners thereof following the aggregation and sale by the Issuer's transfer agent of all fractional shares resulting from the Stock Splits. The sale of all such fractional shares was consummated on March 4, 2010.
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viii.
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Subsequent to the Stock Splits and the compulsory disposition of fractional Common Shares resulting therefrom, Drohan owned of record 1,237,540 Common Shares and held Stock Options to purchase 200,000 Common Shares (100,000 at $1.25 per share and 100,000 at $2.60 per share).
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ix.
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On February 24, 2010, pursuant to a resolution of the Board of Directors, the Company issued and contributed 135,332 Common Shares valued at $33,833 representing the Company’s 2010 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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x.
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On January 19, 2011, pursuant to a resolution of the Board of Directors, the Company issued and contributed 24,166 Common Shares valued at $33,832 representing the Company’s 2011 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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Schedule 13D – Amendment No. 3
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CUSIP No.681659-207
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xi.
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On August 29, 2011, Drohan exercised Stock Options to purchase 100,000 Common Shares at an exercise price of $1.25 per share. $125,000 of accrued but unpaid salary due to Drohan was offset and utilized by Drohan for the exercise of such Stock Options.
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xii.
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Pursuant to Board of Directors resolutions dated January 2, 2012 and April 13, 2012, Drohan was granted Stock Options to purchase 750,000 Common Shares at $1.70 per share.
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xiii.
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During February and March of 2012, the Issuer conducted a Rights Offering and Warrant Distribution for the sole benefit of its shareholders of record as of February 24, 2012.
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xiv.
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On March 30, 2012, Drohan exercised 322,730 Rights to purchase 322,730 Common Shares at $1.25 per share. $155,921 of accrued but unpaid salary due to Drohan and $247,492 of principal and interest owed by the Issuer to Drohan pursuant to a promissory note was offset and utilized by Drohan for the exercise of such Rights.
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xv.
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In April 2012, pursuant to the Rights Offering and Warrant Distribution, Drohan was issued 645,460 Warrants (322,730 of which are $5 Warrants and 322,730 of which are $10 Warrants).
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xvi.
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On May 8, 2012, pursuant to a resolution of the Board of Directors, the Company issued and contributed 22,925 Common Shares valued at $34,388 representing the Company’s 2012 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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xvii.
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On December 26, 2012, Drohan gifted 7,340 Common Shares to his son.
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xviii.
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On January 15, 2013, pursuant to a resolution of the Board of Directors, the Company issued and contributed 24,557 Common Shares valued at $33,889 representing the Company’s 2013 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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xix.
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On August 20, 2013, Drohan gifted 12,389 Common Shares to his son.
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xx.
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On February 13, 2014, pursuant to a resolution of the Board of Directors, the Company issued and contributed 32,156 Common Shares valued at $33,442 representing the Company’s 2014 contribution to the account maintained for the benefit of Drohan pursuant to the Omagine, Inc. 401(k) Plan.
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(a)
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The following table and notes summarize Drohan’s Common Share ownership as of the date hereof:
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Name |
(a)
Owned of Record |
(b)
Unissued Shares Underlying Stock Options
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(c)
Unissued Shares Underlying Warrants |
(d)
Total Shares Beneficially Owned |
(e)
Percent |
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Frank J. Drohan
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1,879,677 | 850,000 | 645,460 | 3,375,137 | 20.2 | % |
Schedule 13D – Amendment No. 3
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CUSIP No.681659-207
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(1) Amount in column (a) is the 1,859,910 Common Shares owned of record as of March 28, 2013 by Drohan.
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(2) Amounts in columns (b) and (c) for Drohan represent the 1,475,460 Common Shares with respect to which Drohan has the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the Act and are unissued shares underlying 850,000 exercisable Stock Options and 645,460 exercisable Warrants.
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(3) The ownership percentage in column (e) is based on 15,217,801 Common Shares issued and outstanding as of March 13, 2014 and on Common Shares owned by Drohan (including unissued Common Shares underlying Stock Options and Warrants owned by Drohan that are exercisable for Common Shares within 60 days of March 23, 2014). Beneficial ownership and Common Shares outstanding are determined in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Act”). The unissued Common Shares underlying Stock Options or Warrants owned by Drohan that are currently exercisable or exercisable within 60 days of March 13, 2014 are deemed to be outstanding and beneficially owned by Drohan for the purpose of computing the percentage of outstanding Common Shares owned by Drohan.
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(b)
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Drohan has sole voting and dispositive power over 3,375,137 Common Shares of the Issuer.
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(c)
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Other than the Issuer’s contribution on February 13, 2014 of 32,156 Common Shares valued at $33,442 to Drohan’s Omagine, Inc. 401(k) Plan account as described in Item 3 (xx) above, Drohan has not effected any transactions in the securities of the Issuer during the 60 days prior to the date hereof.
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(d)
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No person other than Drohan has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,375,137 Common Shares reported in Item 5(a).
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(e)
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Not Applicable.
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Schedule 13D – Amendment No. 3
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CUSIP No.681659-207
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March 19, 2014
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/s/ Frank J. Drohan
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Frank J. Drohan, President
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