SCHEDULE 13D/A: OceanPal Director Eleftherios Papatrifon Boosts Stake to Over 21% Through Preferred Stock Conversions

Eleftherios Papatrifon, a director of OceanPal Inc., has increased his beneficial ownership in the company to 21.78% through the vesting and convertibility of Series C and Series D Preferred Stock.

Summary

• Eleftherios Papatrifon, a director and Executive Committee member of OceanPal Inc., has increased his beneficial ownership in the company's common stock.
• His aggregate beneficial ownership now stands at 2,089,303 Shares, representing 21.78% of the total issued and outstanding Shares as of March 7, 2025.
• This increase is primarily due to the vesting of 1,214 shares of Series C Convertible Preferred Stock, which are now convertible into 1,191,364 Common Shares (12.42%).
• He also holds 915 shares of Series D Cumulative Convertible Perpetual Preferred Stock, convertible into 897,939 Common Shares (9.36%).
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. and a purchase from Abra Marinvest Inc.
• The purpose of the acquisition is for investment, with the Reporting Person reserving the right to influence corporate activities and potentially acquire or dispose of additional shares.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by a director and Executive Committee member, coupled with stated intentions to increase shareholder value, generally indicates a positive outlook from an insider perspective. However, the filing is purely informational about ownership changes, not operational performance.

Positives

• Increased beneficial ownership by a director and Executive Committee member, potentially signaling confidence in the company's future.
• The Reporting Person intends to influence corporate activities to increase shareholder value.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing the Reporting Person from becoming a beneficial owner of more than 49% of total issued and outstanding Shares.
• A Support Agreement with Sphinx Investment Corp. restricts the conversion of preferred shares held by directors and officers into common shares until May 17, 2025.
• The Reporting Person may, at any time, dispose of any or all of the Shares they own.

Future Outlook

The Reporting Person intends to continue evaluating his investment, potentially acquiring or disposing of additional shares based on market conditions and other factors. He also reserves the right to act in concert with other shareholders and recommend courses of action to management and the Board to increase shareholder value.

Management Comments

• "The Reporting Person 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 Person acquired the Shares... solely for investment purposes."
• "The Reporting Person, at any time and from time to time, may acquire additional Shares... or dispose of any or all of the Shares they then own depending upon an ongoing evaluation of their investment... and/or other factors."
• "The Reporting Person further reserves 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 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 filing is specific to OceanPal Inc. and its insider ownership. OceanPal Inc. operates in the shipping industry, as indicated by its vessel acquisitions and relationship with Diana Shipping Inc. The increase in insider ownership could be seen as a positive signal within the dry bulk shipping sector, depending on the company's specific performance and broader market conditions.

Corporate Governance

Related Party Transactions

• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., partially paid with Series D Preferred Stock.
• Diana Shipping Inc. distributed common shares (converted from Series D Preferred Stock) to its common shareholders, including the Reporting Person, who elected to receive Series D Preferred Stock instead of common shares.
• The Reporting Person purchased Series D Preferred Stock from Abra Marinvest Inc. via a Share Purchase Agreement dated October 15, 2024.

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively, indicating alignment of interests. The potential for future share acquisitions or dispositions by the Reporting Person could impact share price. The Support Agreement temporarily limits dilution from insider preferred share conversions.
• Management/Board: The Reporting Person, as a Board and Executive Committee member, intends to influence corporate activities and recommend actions to increase shareholder value.

Next Steps

• The Reporting Person may acquire additional Shares or dispose of existing Shares.
• The Reporting Person may act in concert with other shareholders.
• The Reporting Person may recommend courses of action to management and the Board to increase shareholder value.
• The restriction on preferred share conversion for directors/officers under the Support Agreement is expected to lift after May 17, 2025.

Key Dates

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D, Beneficial Ownership, Series C Preferred Stock, Series D Preferred Stock, Common Stock, SEC Filing, Corporate Governance, Insider Ownership, Shipping Industry