SCHEDULE: OceanPal Inc. Major Shareholder Amends Ownership Disclosure, Citing Preferred Stock Conversion Price Changes

Semiramis Paliou and affiliated entities have filed an Amendment No. 35 to their Schedule 13D, reporting a decrease in their deemed beneficial ownership of OceanPal Inc. common stock to 53.69% due to adjustments in preferred stock conversion prices.

Summary

• This Amendment No. 35 to the Schedule 13D reports a decrease in the percentage ownership of OceanPal Inc. (the "Issuer") Shares beneficially owned by the Reporting Persons (Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A.).
• The decrease is attributed to a change in the conversion price of the Issuer's Series C Preferred Stock and Series D Preferred Stock.
• As of July 10, 2025, the Issuer had 7,611,212 Shares outstanding.
• Semiramis Paliou is deemed to indirectly beneficially own 8,823,925 Shares, representing 53.69% of the Issuer's issued and outstanding Shares.
• Tuscany Shipping Corp. holds 9,404 shares of Series D Preferred Stock, convertible into 5,769,325 Shares, representing 43.12% of the Issuer's issued and outstanding Shares.
• 4 Sweet Dreams S.A. holds 1,339 shares of Series D Preferred Stock, convertible into 821,472 Shares (7.70%), and 3,640 shares of Series C Preferred Stock, convertible into 2,233,128 Shares (20.94%), totaling 3,054,600 Shares or 28.64%.
• The Reporting Persons acquired Series C Preferred Stock through the Issuer's 2021 Equity Incentive Plan and Series D Preferred Stock through distributions from Diana Shipping Inc. and a purchase from Abra Marinvest Inc. on October 15, 2024.
• Semiramis Paliou, as a director and Chairperson of the Board, may influence the Issuer's corporate activities.
• The Reporting Persons acquired the shares for investment purposes and reserve the right to acquire or dispose of additional shares, act in concert with other shareholders, and recommend actions to increase shareholder value.
• On March 20, 2023, the Issuer issued 1,200 shares of Series E Preferred Stock to Semiramis Paliou, which votes with the Shares (up to 25,000 votes per share, subject to a 15% total vote limitation) and is convertible into Shares after a Series B Event.

Sentiment

Score: 7

Explanation: The document indicates a technical adjustment in ownership percentage rather than a fundamental shift. The major shareholder maintains significant control and expresses intent to enhance shareholder value, which is generally positive. The issuance of Series E Preferred Stock to the Chairperson further solidifies influence.

Positives

• Semiramis Paliou maintains a significant beneficial ownership stake of 53.69%, indicating strong alignment with the company's long-term interests.
• The Reporting Persons explicitly state their intention to work towards increasing shareholder value, including potentially recommending courses of action to management and the board.
• The acquisition of Series D Preferred Stock through distributions and a share purchase demonstrates continued investment and confidence in the Issuer.

Negatives

• The reported decrease in percentage ownership, while attributed to conversion price changes, could be perceived as a technical dilution or a shift in the ownership structure.
• The conversion of Series C and Series D Preferred Stock is subject to a restriction that prevents the Reporting Persons from becoming beneficial owners of more than 49% of the total issued and outstanding Shares, which could limit their ability to fully convert their holdings.

Risks

• The Series C and Series D Preferred Stock are subject to ownership restrictions, specifically that they shall not be convertible into common shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding common Shares.
• The Reporting Persons may, at any time, acquire additional Shares or dispose of any or all of the Shares they own, which could introduce volatility to the stock price.
• The Series E Preferred Stock, held by Semiramis Paliou, grants significant voting power (up to 25,000 votes per share) which, while subject to a 15% total vote limitation, could concentrate control and influence over the Issuer's decisions.

Future Outlook

The Reporting Persons may, at any time and from time to time, acquire additional Shares or dispose of any or all of the Shares they then own based on an ongoing evaluation of their investment, market conditions, and other factors. They also reserve 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

• Semiramis Paliou is a director and the Chairperson of the Board of Directors and the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer.
• The Reporting Persons are 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 primarily details changes in the ownership structure of OceanPal Inc. by a significant shareholder group. It does not provide specific insights into broader industry trends, but rather focuses on corporate governance and strategic positioning within the company.

Corporate Governance

Legal Proceedings

• The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws.

Related Party Transactions

• The Issuer issued 1,200 shares of Series E Preferred Stock to Semiramis Paliou, who is a director and Chairperson of the Board.
• The Reporting Persons, as common shareholders of Diana Shipping Inc., elected to receive their distribution in shares of Series D Preferred Stock, which was initially issued by OceanPal Inc. to Diana Shipping Inc. as partial consideration for vessel purchases.

Stakeholder Impact

• Shareholders: The continued significant beneficial ownership by Semiramis Paliou and affiliated entities, coupled with their stated intent to increase shareholder value, could be viewed positively. However, the concentration of voting power through Series E Preferred Stock may reduce the influence of other shareholders.
• Management and Board: Semiramis Paliou's role as Chairperson and her group's substantial ownership provide them with significant influence over strategic decisions and corporate activities.

Next Steps

• Reporting Persons may acquire additional Shares, including in connection with the provision of any services or other strategic transactions with the Issuer.
• Reporting Persons may dispose of any or all of the Shares they then own.
• Reporting Persons may act in concert with any other shareholders of the Issuer or other persons for a common purpose.
• Reporting Persons may recommend courses of action to the Issuer's management, Board of Directors, and shareholders.

Key Dates

Recommendation

Keywords

OceanPal Inc., OP, Schedule 13D, beneficial ownership, preferred stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., SEC filing, corporate governance, shareholder value, ownership disclosure