SCHEDULE: OceanPal Inc. Director Eleftherios Papatrifon Amends 13D Filing, Reports Decrease in Beneficial Ownership Percentage

Eleftherios Papatrifon, a director of OceanPal Inc., filed an Amendment No. 10 to his Schedule 13D, reporting a decrease in his beneficial ownership percentage of the company's common stock to 14.65% due to changes in Series C and Series D Preferred Stock conversion prices.

Summary

• Eleftherios Papatrifon filed Amendment No. 10 to his Schedule 13D regarding his beneficial ownership of OceanPal Inc. common stock.
• The amendment reports a decrease in the Reporting Person's percentage ownership of Shares, primarily due to a change in the conversion price of the Series C Preferred Stock and Series D Preferred Stock.
• As of July 10, 2025, OceanPal Inc. had 7,611,212 Shares outstanding.
• The Reporting Person beneficially owns 1,306,134 Shares, which represents 14.65% of the Issuer's issued and outstanding Shares.
• This beneficial ownership includes 915 shares of Series D Preferred Stock, convertible into 561,349 Shares (6.30% of outstanding Shares), and 1,214 shares of Series C Preferred Stock, convertible into 744,785 Shares (8.35% of outstanding Shares).
• The Series C Preferred Stock was acquired through vesting under the Issuer's 2021 Equity Incentive Plan.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. (as a common shareholder) and a purchase from Abra Marinvest Inc. via a Share Purchase Agreement dated October 15, 2024.

Sentiment

Score: 5

Explanation: The document is a routine amendment to a Schedule 13D, reporting a procedural change in beneficial ownership percentage due to conversion price adjustments. It does not contain significant positive or negative news regarding the company's operations or financial health, nor does it signal a major strategic shift, but rather reflects a technical adjustment in a significant shareholder's reported stake.

Positives

• The Reporting Person, Eleftherios Papatrifon, is a member of the Board of Directors and the Executive Committee of OceanPal Inc., indicating continued active involvement in corporate governance.
• The Reporting Person acquired shares for investment purposes, signaling confidence in the company.
• The Reporting Person is actively engaged with management, the Board, and other significant shareholders to explore alternatives to increase shareholder value.

Negatives

• The Reporting Person's percentage ownership of OceanPal Inc. common stock has decreased, which could be perceived as a reduction in their direct proportional influence, although the document attributes this to conversion price changes rather than a divestment.

Risks

• Conversion of Series C and Series D Preferred Stock into common shares is subject to ownership restrictions, preventing conversion if it would result in the Reporting Person 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 or dispose of any or all of the shares they own, based on an ongoing evaluation of their investment, prevailing market conditions, and other investment considerations. 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

• "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 in the Shares, prevailing market conditions, other investment opportunities, other investment considerations 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

OceanPal Inc. operates in the shipping industry, as evidenced by its acquisition of vessels (m/v Baltimore and m/v Melia) from Diana Shipping Inc. The issuance of preferred stock as consideration for vessel purchases is a common financing mechanism within the maritime sector.

Comparison to Industry Standards

• NA This document is a Schedule 13D filing detailing beneficial ownership changes, not financial or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.

Corporate Governance

Related Party Transactions

• The Issuer issued shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred Stock to Diana Shipping Inc. as partial consideration for the purchase of the m/v Baltimore and m/v Melia.
• The Reporting Person, as a common shareholder of Diana Shipping Inc., elected to receive Series D Preferred Stock as part of pro-rata distributions from Diana Shipping Inc.
• The Reporting Person purchased shares of Series D Preferred Stock from Abra Marinvest Inc. pursuant to a Share Purchase Agreement dated October 15, 2024.

Stakeholder Impact

• Shareholders: The change in beneficial ownership percentage of a significant shareholder, while technical, provides updated information on the ownership structure. The stated intent of the Reporting Person to increase shareholder value is a positive signal for all shareholders.

Next Steps

• The Reporting Person may acquire additional shares of OceanPal Inc. common stock.
• The Reporting Person may dispose of any or all of the shares they currently own.
• The Reporting Person may act in concert with other shareholders for a common purpose.
• The Reporting Person may recommend courses of action to the Issuer's management, Board of Directors, and shareholders to increase shareholder value.

Key Dates

Recommendation

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D, beneficial ownership, common stock, preferred stock, Series C Preferred Stock, Series D Preferred Stock, SEC filing, corporate governance, investment, shipping industry