SCHEDULE: OceanPal Director Reports Decreased Stake Due to Preferred Stock Conversion Price Adjustment

Eleftherios Papatrifon, a director of OceanPal Inc., filed an Amendment No. 11 to Schedule 13D, reporting a decrease in his beneficial ownership percentage of common stock to 10.59% due to changes in preferred stock conversion prices.

Summary

• Eleftherios Papatrifon, a director and Executive Committee member of OceanPal Inc., filed Amendment No. 11 to his Schedule 13D.
• The amendment reports a decrease in his beneficial ownership percentage of OceanPal Inc. common stock.
• The decrease is attributed to a change in the conversion price of the Series C Preferred Stock and Series D Preferred Stock.
• As of July 18, 2025, the Reporting Person beneficially owns 901,621 shares, representing 10.59% of the Issuer's outstanding common stock.
• This beneficial ownership includes 915 shares of Series D Preferred Stock convertible into 387,498 common shares (4.55% of outstanding) and 1,214 shares of Series C Preferred Stock convertible into 514,123 common shares (6.04% of outstanding).
• The Series C Preferred Stock was awarded under the Issuer's 2021 Equity Incentive Plan.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. (where the Reporting Person was a common shareholder) and a purchase from Abra Marinvest Inc. on October 15, 2024.
• Conversion of preferred stock is subject to a 49% beneficial ownership restriction.
• The Reporting Person holds sole voting and dispositive power over the 901,621 beneficially owned shares.

Sentiment

Score: 5

Explanation: The filing is neutral, primarily a technical update on beneficial ownership percentage due to conversion price adjustments, not reflecting operational performance or significant strategic shifts.

Negatives

• The reporting person's percentage ownership of OceanPal Inc. common stock decreased due to a change in preferred stock conversion prices.

Risks

• Conversion of Series C and Series D Preferred Stock 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 (including in connection with services or strategic transactions) or dispose of shares based on investment evaluation, market conditions, and other factors. The Reporting Person reserves the right to act in concert with other shareholders and recommend courses of action to management, the Board, and shareholders to increase shareholder value.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership percentage for a key insider, primarily driven by technical adjustments to preferred stock conversion prices rather than broader industry trends or operational performance.

Related Party Transactions

• The Reporting Person, as a common shareholder of Diana Shipping Inc., elected to receive Series D Preferred Stock from Diana Shipping Inc. distributions, which was issued to Diana Shipping Inc. as partial consideration for the Issuer's purchase of m/v Baltimore and m/v Melia.

Stakeholder Impact

• Shareholders: The change in beneficial ownership percentage of a key director may subtly alter perceptions of insider influence, though the aggregate beneficial ownership remains substantial.

Next Steps

• The Reporting Person may acquire additional shares or dispose of existing shares in the future.
• The Reporting Person may act in concert with other shareholders or recommend courses of action to the Issuer's management and Board to increase shareholder value.

Key Dates

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D, Beneficial Ownership, Preferred Stock Conversion, Series C Preferred Stock, Series D Preferred Stock, Equity Incentive Plan, Diana Shipping Inc., Corporate Governance