SCHEDULE: OceanPal Director's Stake Declines Amid Share Issuance and Conversion Price Adjustments

A recent SEC filing reveals a decrease in the beneficial ownership percentage of OceanPal Inc.'s common stock held by Eleftherios Papatrifon, a director and executive committee member, due to an increase in outstanding shares and changes in preferred stock conversion prices.

Summary

• Eleftherios Papatrifon, a director and member of the Executive Committee of OceanPal Inc., has filed Amendment No. 12 to his Schedule 13D.
• The amendment reports a decrease in his beneficial ownership percentage of OceanPal's common stock.
• This decrease is attributed to an increase in the Issuer's outstanding common stock and a change in the conversion price of the Series C Preferred Stock and Series D Preferred Stock.
• As of July 22, 2025, OceanPal Inc. had 18,568,812 Shares outstanding.
• Mr. Papatrifon beneficially owns 1,438,610 Shares, representing 7.18% of the class.
• His beneficial ownership includes 915 shares of Series D Preferred Stock, convertible into 618,285 Shares (3.09% of outstanding shares), and 1,214 shares of Series C Preferred Stock, convertible into 820,325 Shares (4.10% of outstanding shares).
• The Series C Preferred Stock vested from the Issuer's 2021 Equity Incentive Plan.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. (where Mr. Papatrifon elected to receive preferred stock instead of common shares) and a purchase from Abra Marinvest Inc. on October 15, 2024.

Sentiment

Score: 5

Explanation: The filing is largely factual and a compliance update regarding a change in beneficial ownership percentage. It does not inherently convey strong positive or negative sentiment, as the changes are mechanical due to company actions (share issuance, conversion price adjustments) rather than a strategic shift by the reporting person.

Positives

• The Reporting Person, Eleftherios Papatrifon, remains a member of the Board of Directors and the Executive Committee, indicating continued involvement in the company's strategic direction.
• Mr. Papatrifon is actively engaged in discussions with management, the Board, and other significant shareholders regarding alternatives to increase shareholder value.

Negatives

• The Reporting Person's percentage ownership of OceanPal Inc. common stock has decreased, indicating a dilution of his proportional stake in the company.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing conversion if it would result in the Reporting Person owning more than 49% of the total issued and outstanding common shares.

Future Outlook

The Reporting Person intends to continue evaluating his investment in OceanPal Inc. and may acquire additional shares or dispose of existing ones based on market conditions and other investment considerations. 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, Eleftherios Papatrifon, acquired shares for investment purposes.
• The Reporting Person is in contact with members of the Issuer's management, 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 a routine ownership disclosure amendment for a publicly traded shipping company. Changes in beneficial ownership percentages are common, especially for companies that utilize convertible preferred stock or issue new shares, which can impact the proportional stake of existing holders. The maritime shipping industry is capital-intensive, often relying on various forms of financing, including preferred stock, to fund vessel acquisitions and operations.

Comparison to Industry Standards

• The use of convertible preferred stock (Series C and D) for equity incentive plans and asset acquisitions is a common financing mechanism in the shipping industry, similar to practices seen in companies like Star Bulk Carriers Corp. or Diana Shipping Inc. (a related party in this filing) which also utilize various equity instruments for capital management.
• The 49% beneficial ownership restriction on conversion is a standard anti-takeover or control-preserving clause often found in preferred stock agreements to prevent a single holder from gaining majority control through conversion without further corporate action.
• The decrease in percentage ownership due to an increase in outstanding common stock is a typical consequence of equity dilution, a factor frequently observed across the industry when companies issue new shares for growth, acquisitions, or other corporate purposes.

Legal Proceedings

• To the best of the Reporting Person's knowledge, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• To the best of the Reporting Person's knowledge, he has 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

• The Issuer issued shares of its Series D Preferred Stock to Diana Shipping Inc. as partial consideration for the purchase of the m/v Baltimore and m/v Melia.
• Diana Shipping Inc. distributed common shares (or Series D Preferred Stock by election) to its common shareholders, including the Reporting Person, who was a common shareholder of Diana Shipping Inc. as of the record dates.

Stakeholder Impact

• Shareholders: The decrease in a significant holder's percentage ownership could be perceived as a slight dilution of influence, though the Reporting Person remains actively involved in corporate governance and shareholder value initiatives.
• Management/Board: The Reporting Person's continued role and engagement with management and the board suggest ongoing strategic alignment and potential for collaborative efforts to enhance company performance.

Next Steps

• The Reporting Person may acquire additional shares or dispose of existing shares at any time based on ongoing evaluation of his investment, market conditions, and other factors.
• The Reporting Person reserves the right to act in concert with other shareholders or recommend courses of action to the Issuer's management and Board of Directors.

Key Dates

Recommendation

This Schedule 13D amendment primarily reports a mechanical adjustment to a significant shareholder's beneficial ownership percentage due to an increase in outstanding shares and changes in preferred stock conversion prices. It does not signal a major strategic shift, a change in management's outlook, or new financial performance data. While the decrease in percentage ownership is noted, the Reporting Person remains a key insider with an active role in corporate governance and a stated intent to enhance shareholder value. Therefore, for a seasoned investor, this filing reinforces a 'hold' position, awaiting more substantive operational or financial updates before adjusting investment strategy.

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D, Beneficial Ownership, Common Stock, Series C Preferred Stock, Series D Preferred Stock, Convertible Securities, Shareholder Value, Corporate Governance, SEC Filing, Dilution