SCHEDULE 13D/A: Major Shareholder Ioannis Zafirakis Boosts Stake in OceanPal Inc. to Over 36%

Ioannis Zafirakis and Abra Marinvest Inc. have increased their beneficial ownership in OceanPal Inc. to 36.09% through the vesting and conversion potential of Series C and Series D Preferred Stock.

Summary

• Ioannis Zafirakis and Abra Marinvest Inc. (the "Reporting Persons") have filed Amendment No. 12 to their Schedule 13D, reporting an increase in their beneficial ownership of OceanPal Inc. common stock.
• As of March 7, 2025, the Reporting Persons beneficially own 4,237,487 shares, representing 36.09% of OceanPal Inc.'s total issued and outstanding common shares.
• This increase is primarily due to the vesting of 1,214 shares of Series C Preferred Stock, which are convertible into 1,191,364 common shares (10.15% of outstanding shares).
• The Reporting Persons also hold 3,104 shares of Series D Preferred Stock, convertible into 3,046,123 common shares (25.94% of outstanding shares).
• The Series C and Series D Preferred Stock are subject to ownership restrictions, preventing conversion if it would result in beneficial ownership exceeding 49% of total outstanding shares.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. and as partial consideration for OceanPal Inc.'s purchase of the m/t Zeze Start for $27.0 million from an entity controlled by Zafirakis.
• The Reporting Persons also sold 7,033 shares of Series D Preferred Stock to various holders on October 15, 2024.

Sentiment

Score: 7

Explanation: The increased stake by a key insider (director and executive committee member) suggests confidence in the company's prospects. The stated purpose of seeking to increase shareholder value is also positive. However, it's a routine ownership update, not a performance report, so the sentiment is moderately positive rather than strongly so.

Positives

• Increased beneficial ownership by a key insider (Ioannis Zafirakis, a director and Executive Committee member) to 36.09% may signal confidence in the company's future.
• The acquisition of Series D Preferred Stock as consideration for asset sales (m/t Zeze Start) indicates strategic transactions involving the Reporting Persons.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing the Reporting Persons from beneficially owning more than 49% of the total issued and outstanding shares.
• The Reporting Persons may acquire additional shares or dispose of any or all shares, which could impact market dynamics.

Future Outlook

The Reporting Persons may, at any time, acquire additional shares, including in connection with the provision of services or other strategic transactions with the Issuer, or dispose of any or all of their shares based on an ongoing evaluation of their investment, market conditions, and other factors. 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

• "Zafirakis is a member of the Board of Directors and a member of the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer."
• "The Reporting Persons acquired the Shares... solely for investment purposes."
• "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 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 filing primarily details changes in beneficial ownership for a specific company, OceanPal Inc., and does not provide broad industry trends or competitive analysis. It reflects an insider's increased stake in a shipping company.

Corporate Governance

Legal Proceedings

• To the best of the Reporting Persons' knowledge, they have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• To the best of the Reporting Persons' knowledge, they have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws during the last five years.

Related Party Transactions

• On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for OceanPal Inc.'s purchase of the m/t Zeze Start for $27.0 million from an entity controlled by Ioannis Zafirakis.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a significant insider may be viewed positively, signaling alignment of interests and confidence. The potential for future acquisitions or dispositions by the Reporting Persons could influence share price. The 49% conversion cap provides some protection against excessive dilution from these specific preferred shares.
• Management/Board: Ioannis Zafirakis, as a director and Executive Committee member, has direct influence over corporate activities and is in contact with management and the board regarding strategies to increase shareholder value.

Next Steps

• Reporting Persons may acquire additional shares or dispose of existing shares.
• Reporting Persons may act in concert with other shareholders.
• Reporting Persons may recommend courses of action to management and the board to increase shareholder value.
• The Support Agreement with Sphinx Investment Corp. restricts conversion of preferred shares held by directors and officers into common shares until May 17, 2025.

Key Dates

Keywords

OceanPal Inc., Schedule 13D, Beneficial Ownership, Ioannis Zafirakis, Abra Marinvest Inc., Series C Preferred Stock, Series D Preferred Stock, Convertible Securities, SEC Filing, Shareholder Stake, Corporate Governance, Shipping Industry