SCHEDULE 13D/A: Major Shareholder Eleftherios Papatrifon Reports Decreased Stake in OceanPal Inc. Due to Conversion Price Adjustment

Eleftherios Papatrifon, a significant shareholder and board member of OceanPal Inc., has filed an Amendment No. 9 to Schedule 13D, reporting a decrease in his beneficial ownership percentage to 19.30% due to a change in the conversion price of Series C and Series D Preferred Stock.

Summary

• This Amendment No. 9 to Schedule 13D was filed by Eleftherios Papatrifon (the "Reporting Person") concerning his beneficial ownership in OceanPal Inc.
• The filing reports a decrease in the Reporting Person's percentage ownership of Shares, primarily due to a change in the conversion price of the Issuer's Series C Preferred Stock and Series D Preferred Stock.
• As of June 13, 2025, the Reporting Person beneficially owns 1,794,957 Shares, which represents 19.30% of the Issuer's total issued and outstanding Shares.
• This beneficial ownership includes 915 shares of Series D Preferred Stock, convertible into 771,435 Shares (8.29% of outstanding shares), and 1,214 shares of Series C Preferred Stock, convertible into 1,023,522 Shares (11.01% of outstanding shares).
• The Reporting Person holds sole voting and dispositive power over these beneficially owned shares.
• The Series C Preferred Stock was acquired through the Issuer's 2021 Equity Incentive Plan, while the Series D Preferred Stock was obtained through distributions from Diana Shipping Inc. and a subsequent share purchase agreement with Abra Marinvest Inc.
• Eleftherios Papatrifon is a member of OceanPal Inc.'s Board of Directors and Executive Committee, and he holds these shares for investment purposes.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While there's a technical decrease in percentage ownership, it's due to a conversion price adjustment, not a direct sale. The shareholder remains significantly invested and actively involved in management, indicating continued commitment and potential for value creation.

Positives

• The Reporting Person, Eleftherios Papatrifon, maintains a significant beneficial ownership stake of 19.30% in OceanPal Inc., indicating continued substantial investment.
• The Reporting Person is a member of both the Board of Directors and the Executive Committee, suggesting active involvement in the company's strategic direction and corporate governance.
• The stated purpose of the Reporting Person's holdings is for investment, implying a long-term perspective and belief in the company's value.
• The Reporting Person is actively engaged in discussions with management and the Board regarding alternatives to increase shareholder value.

Negatives

• The percentage ownership of the Reporting Person has decreased, which, while attributed to a technical adjustment in conversion prices, could be perceived as a reduction in a key shareholder's proportional stake.

Risks

• Conversion of Series C and Series D Preferred Stock into common shares is subject to ownership restrictions, preventing the Reporting Person from becoming the beneficial owner of more than 49% of the total issued and outstanding Shares.

Future Outlook

The Reporting Person may, at any time, acquire additional Shares or dispose of any or all of the Shares they then own. These decisions will be based on an ongoing evaluation of their investment, prevailing market conditions, other investment opportunities, and other factors. The Reporting Person also reserves the right to act in concert with other shareholders and to recommend courses of action to the Issuer's management, Board of Directors, and shareholders to increase shareholder value.

Management Comments

• "The Reporting Person is in contact with members of the Issuer's management, the other members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value."

Industry Context

This SEC filing is a routine disclosure of a change in beneficial ownership for a key individual within OceanPal Inc., a company operating in the maritime shipping sector. While it does not provide broad industry trends, it highlights the ongoing financial activities and corporate governance practices, particularly concerning equity structures and shareholder influence, common within publicly traded companies in the shipping industry.

Corporate Governance

Related Party Transactions

• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., with Series D Preferred Stock issued as partial consideration. Diana Shipping Inc. subsequently distributed common shares (converted from Series D Preferred Stock) to its common shareholders, including the Reporting Person.
• The Reporting Person purchased shares of Series D Preferred Stock from Abra Marinvest Inc. pursuant to a Share Purchase Agreement dated October 15, 2024.

Stakeholder Impact

• Shareholders: The updated disclosure provides transparency on a major shareholder's stake. The Reporting Person's continued involvement and stated intent to increase shareholder value could be viewed positively.
• Management and Board: The Reporting Person's ongoing communication and potential influence on strategic decisions indicate a continued close relationship and alignment of interests with the company's leadership.

Next Steps

• The Reporting Person may acquire additional Shares in the future.
• The Reporting Person may dispose of any or all of the Shares they currently own.
• The Reporting Person may act in concert with other shareholders of the Issuer for a common purpose.
• The Reporting Person may recommend courses of action to the Issuer's management, Board of Directors, and shareholders to increase shareholder value.

Key Dates

Recommendation

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D, beneficial ownership, Series C Preferred Stock, Series D Preferred Stock, conversion price, equity incentive plan, Diana Shipping Inc., shareholder, corporate governance, SEC filing