SCHEDULE 13D/A: OceanPal Inc. Director Eleftherios Papatrifon Boosts Stake to 27.35% Through Preferred Stock Conversions

Eleftherios Papatrifon, a director and Executive Committee member of OceanPal Inc., has increased his beneficial ownership in the company to 27.35% through the vesting and conversion 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.
• His aggregate beneficial ownership now stands at 2,824,730 Shares, representing 27.35% of the Issuer's outstanding common stock as of April 11, 2025.
• This increase is primarily due to the vesting of 1,214 shares of Series C Preferred Stock and the acquisition of 915 shares of Series D Preferred Stock.
• The Series C Preferred Stock is convertible into 1,610,720 Shares, representing 15.60% of outstanding shares.
• The Series D Preferred Stock is convertible into 1,214,010 Shares, representing 11.75% of outstanding shares.
• The increase in percentage ownership is a result of a change in the conversion price of both Series C and Series D Preferred Stock.
• The Series D Preferred Stock was initially issued to Diana Shipping Inc. as partial consideration for the Issuer's purchase of the m/v Baltimore and m/v Melia.
• Mr. Papatrifon acquired Series D Preferred Stock through pro rata distributions from Diana Shipping Inc. and a share purchase agreement with Abra Marinvest Inc. dated October 15, 2024.

Sentiment

Score: 6

Explanation: The document indicates an increased insider stake, which can be viewed positively as a sign of confidence. However, it is a routine regulatory filing and does not contain new operational or financial performance data.

Positives

• Increased beneficial ownership by a director and Executive Committee member, Eleftherios Papatrifon, to 27.35% may signal confidence in the company's future prospects.
• The reporting person's stated intent to potentially acquire additional shares or recommend courses of action to increase shareholder value indicates active engagement with the company's strategic direction.

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 and from time to time, acquire additional shares or dispose of existing shares depending upon an ongoing evaluation of their investment, prevailing market conditions, and other investment considerations. He also reserves the right to act in concert with other shareholders and recommend courses of action to the Issuer's management, Board of Directors, and shareholders 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

This filing is specific to an insider's ownership stake and does not provide broader industry context or trends. OceanPal Inc. operates in the shipping industry, but the document does not discuss industry-wide performance or outlook.

Corporate Governance

Related Party Transactions

• The Issuer issued Series D Preferred Stock to Diana Shipping Inc. as partial consideration for the purchase of m/v Baltimore and m/v Melia. The Reporting Person, Eleftherios Papatrifon, is a common shareholder of Diana Shipping Inc. and elected to receive Series D Preferred Stock from Diana Shipping's distributions.
• The Reporting Person purchased shares of 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 perceived as a positive signal of confidence in the company's future. The potential for the Reporting Person to recommend actions to increase shareholder value could also be seen favorably.

Next Steps

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

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