SCHEDULE 13D/A: Major Shareholder Increases Deemed Stake in OceanPal Inc. to 18.83% Following Preferred Stock Conversion Price Adjustment

Anastasios Margaronis and Anamar Investments Inc. have increased their deemed beneficial ownership in OceanPal Inc. to 18.83% of common stock due to a change in the Series D Preferred Stock's conversion price, as reported in an Amendment No. 16 to their Schedule 13D.

Summary

• Anastasios Margaronis and Anamar Investments Inc. (the "Reporting Persons") filed Amendment No. 16 to their Schedule 13D regarding their beneficial ownership in OceanPal Inc.
• The amendment reports an increase in their deemed beneficial ownership of OceanPal Inc. common stock to 18.83%.
• This increase is a result of a change in the conversion price of the Issuer's Series D Preferred Stock, which the Reporting Persons hold.
• As of February 7, 2025, the Reporting Persons beneficially own 1,741,083 shares of common stock through their holding of 1,977 shares of Series D Preferred Stock.
• The Series D Preferred Stock was initially acquired through distributions from Diana Shipping Inc. (where Reporting Persons were shareholders) and a subsequent purchase from Abra Marinvest Inc. on October 15, 2024.
• The Reporting Persons state their acquisition is solely for investment purposes and they may acquire or dispose of additional shares, and engage with management and the board to increase shareholder value.

Sentiment

Score: 6

Explanation: The increase in deemed beneficial ownership by a significant investor could be seen as a positive signal of confidence. However, the existence of a conversion restriction limiting actual conversion to a lower percentage (14.99%) than the reported deemed ownership (18.83%) introduces a notable negative aspect or complexity. The stated intent to engage with management for shareholder value is positive.

Positives

• Increased deemed stake by a significant shareholder (Anastasios Margaronis and Anamar Investments Inc.) could signal confidence in OceanPal Inc.'s future.
• The Reporting Persons intend to engage with management and the Board of Directors to explore alternatives to increase shareholder value.

Negatives

• A preferred stock conversion agreement limits the Reporting Persons' ability to convert their Series D Preferred Stock if it would result in beneficial ownership exceeding 14.99% of the immediately outstanding common stock, despite their current deemed beneficial ownership being 18.83%. This implies a potential inability to fully realize their current deemed ownership percentage through conversion.

Risks

• The Series D Preferred Stock held by the Reporting Persons is subject to an ownership restriction, preventing conversion into common shares if it would result in beneficial ownership exceeding 49% of the total issued and outstanding common shares.
• A specific preferred stock conversion agreement dated October 15, 2024, further restricts the Reporting Persons from converting their Series D Preferred Stock if it would lead to beneficial ownership exceeding 14.99% of the immediately outstanding common stock.

Future Outlook

The Reporting Persons may acquire additional shares or dispose of existing ones based on investment evaluation and market conditions. They also reserve the right to act in concert with other shareholders and recommend courses of action to the Issuer's management and Board of Directors to increase shareholder value.

Management Comments

• "The Reporting Persons acquired the Shares in connection with the Distributions and Share Purchase Agreement as described herein solely for investment purposes."
• "The Reporting Persons, at any time and from time to time, may acquire additional Shares... or dispose of any or all of the Shares they own depending upon an ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors."
• "The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others."
• "In addition, the Reporting Persons are in contact with members of the Issuer's management, the 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 filing is specific to a change in a significant shareholder's stake in OceanPal Inc., a shipping company. It does not provide broad industry trends, but the increased stake by an investor could be seen in the context of investor confidence within the maritime or dry bulk shipping sector.

Related Party Transactions

• The Issuer (OceanPal Inc.) issued Series D Preferred Stock to Diana Shipping Inc. as partial consideration for the purchase of m/v Baltimore and m/v Melia.
• Diana Shipping Inc. distributed common shares (from converted Series D Preferred Stock) to its common shareholders, allowing an election to receive Series D Preferred Stock instead. The Reporting Persons, as common shareholders of Diana Shipping Inc., elected to receive Series D Preferred Stock.
• Anamar Investments Inc. purchased shares of Series D Preferred Stock from Abra Marinvest Inc. on October 15, 2024, via a Share Purchase Agreement.
• OceanPal Inc. entered into a preferred stock conversion agreement with Anamar Investments Inc. on October 15, 2024, limiting conversion to 14.99% beneficial ownership.

Stakeholder Impact

• Shareholders: The increase in a significant investor's stake could be viewed positively, potentially indicating long-term interest. The stated intent of the Reporting Persons to engage with management to increase shareholder value could benefit all shareholders. However, the conversion restriction might create uncertainty regarding the full realization of the reported beneficial ownership.

Next Steps

• Reporting Persons may acquire additional shares or dispose of existing shares.
• Reporting Persons may act in concert with other shareholders for common purposes.
• Reporting Persons may recommend courses of action to the Issuer's management, Board of Directors, and shareholders.
• Reporting Persons are in contact with management, board, and other significant shareholders regarding increasing shareholder value.

Key Dates

Recommendation

Keywords

OceanPal Inc., OP, Anastasios Margaronis, Anamar Investments Inc., Schedule 13D, beneficial ownership, Series D Preferred Stock, common stock, conversion price, SEC filing, investment, shareholder value, shipping, dry bulk