SCHEDULE 13G/A: Major Shareholders Disclose Amended Stakes in OceanPal Inc., Capping Ownership at 14.99%

Simeon Palios and affiliated entities, Taracan Investments S.A. and Limon Compania Financiera S.A., have filed an amended Schedule 13G disclosing their beneficial ownership in OceanPal Inc. common stock, with a key agreement limiting their combined stake to 14.99%.

Summary

• Simeon Palios, Taracan Investments S.A., and Limon Compania Financiera S.A. (the "Reporting Persons") have filed an Amendment No. 4 to Schedule 13G regarding their beneficial ownership of OceanPal Inc. common stock.
• As of April 11, 2025, Simeon Palios beneficially owns 2,226,452 shares, representing 14.99% of the class.
• Taracan Investments S.A. beneficially owns 1,511,211 shares, also representing 14.99% of the class.
• Limon Compania Financiera S.A. beneficially owns 715,241 shares, representing 8.70% of the class.
• All reported shares for Simeon Palios, Taracan Investments S.A., and Limon Compania Financiera S.A. are held with shared voting and shared dispositive power.
• A preferred stock conversion agreement (the "Conversion Agreement") was entered into on October 15, 2024, between OceanPal Inc. and Limon Compania and Taracan. This agreement limits the conversion of Series D Preferred Stock to prevent the Holders and their affiliates from exceeding 14.99% beneficial ownership of common stock immediately outstanding after conversion.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing is a routine ownership disclosure. The agreement to cap beneficial ownership at 14.99% for key holders provides some clarity and stability regarding potential future dilution from preferred stock conversions, which can be viewed positively as it sets a clear boundary.

Positives

• Significant insider/major shareholder commitment is indicated by the substantial beneficial ownership stakes held by Simeon Palios and his affiliated entities.
• The preferred stock conversion agreement, capping beneficial ownership at 14.99% for these key holders, provides clarity and a defined limit on potential future dilution from these specific preferred stock conversions.

Negatives

• The 14.99% beneficial ownership cap for Taracan and Limon Compania (and their affiliates) suggests a deliberate strategy to remain below a 15% threshold, which could be related to avoiding certain regulatory or corporate governance implications, though not inherently negative, it's a notable limitation on their potential future stake.

Risks

• Potential for future dilution from the conversion of Series D Preferred Stock, although the Conversion Agreement sets a 14.99% cap for the specified holders.
• The existence of Series D Preferred Stock implies a prior capital structure that could impact common shareholders through future conversions.

Future Outlook

The preferred stock conversion agreement sets a future limit on beneficial ownership from Series D Preferred Stock conversions for the specified holders, capping it at 14.99%. This indicates a controlled approach to potential future share issuances from these conversions by these specific parties.

Management Comments

• "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, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing is specific to OceanPal Inc.'s ownership structure and does not provide broader industry trends or competitive analysis. OceanPal Inc. is a shipping company, but the document does not detail its operational or market position within the industry.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency on significant ownership stakes and a cap on potential dilution from specific preferred stock conversions by these holders.

Key Dates

Recommendation

Keywords

OceanPal Inc., Schedule 13G, Beneficial Ownership, Common Stock, Simeon Palios, Taracan Investments, Limon Compania Financiera, Preferred Stock Conversion, Series D Preferred Stock, Shareholder Stake, SEC Filing, Corporate Governance