SCHEDULE 13D/A: OceanPal Inc. Major Shareholder Reports Decrease in Beneficial Ownership Due to Preferred Stock Conversion Price Adjustment

Semiramis Paliou and affiliated entities have reported a decrease in their beneficial ownership percentage of OceanPal Inc. common stock, primarily due to a change in the conversion price of Series C and Series D Preferred Stock.

Summary

• This is Amendment No. 34 to the Schedule 13D filing for OceanPal Inc.
• The filing reports a decrease in the percentage of common shares beneficially owned by Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A. (collectively, "Reporting Persons").
• 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 June 13, 2025, OceanPal Inc. had 7,504,982 common shares outstanding.
• The Reporting Persons collectively beneficially own 12,126,295 common shares, representing 61.77% of the Issuer's outstanding common stock.
• This beneficial ownership includes shares convertible from 9,404 Series D Preferred Stock held by Tuscany Shipping Corp. (7,928,505 common shares, 51.37%) and shares convertible from 1,339 Series D Preferred Stock and 3,640 Series C Preferred Stock held by 4 Sweet Dreams S.A. (totaling 4,197,790 common shares, 35.87%).
• Semiramis Paliou, as the owner of Tuscany Shipping Corp. and 4 Sweet Dreams S.A., is deemed to indirectly beneficially own all these shares.
• The Series C and Series D Preferred Stock conversions are subject to ownership restrictions, preventing conversion if it would result in beneficial ownership exceeding 49% of total outstanding common shares.
• 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 share purchase agreement dated October 15, 2024.
• Semiramis Paliou, as a director and Chairperson of the Board and Executive Committee, maintains significant influence over the Issuer's corporate activities.

Sentiment

Score: 6

Explanation: The document is a routine ownership disclosure, indicating a slight decrease in percentage ownership due to technical adjustments in preferred stock conversion prices. It reaffirms strong insider control and an investment purpose focused on increasing shareholder value, which are generally neutral to positive. No significant negative operational or financial news is present.

Positives

• Reporting Persons, including a key director, maintain a significant majority stake (61.77%) in OceanPal Inc., indicating strong alignment of interests.
• The Reporting Persons' stated purpose includes seeking to increase shareholder value, which could benefit all investors.
• The Series E Preferred Stock, held by Semiramis Paliou, provides significant voting power (up to 25,000 votes per share, subject to a 15% total vote cap), further solidifying management control and stability.

Negatives

• The decrease in beneficial ownership percentage, even if due to conversion price changes, could be perceived negatively if it implies a less favorable conversion rate for the preferred stock holders.
• The 49% ownership restriction on Series C and Series D Preferred Stock conversion limits the direct increase in common share ownership by the Reporting Persons, potentially impacting their ability to fully consolidate their stake through conversion.

Risks

• Dilution Risk: Changes in preferred stock conversion prices can lead to dilution for existing common shareholders if the conversion price decreases, allowing more common shares to be issued upon conversion.
• Control Concentration Risk: While beneficial for stability, the high concentration of ownership (61.77%) by the Reporting Persons means a single individual (Semiramis Paliou) and her entities exert significant control, potentially limiting influence of other shareholders.
• Preferred Stock Conversion Restrictions: The 49% beneficial ownership cap on Series C and Series D Preferred Stock conversion could complicate future capital structure management or strategic moves involving these preferred shares.
• Market Conditions: The value of the Reporting Persons' investment and the Issuer's shares are subject to prevailing market conditions.

Future Outlook

The Reporting Persons intend to continue evaluating their investment in OceanPal Inc. and may acquire additional shares or dispose of existing ones based on market conditions and other investment considerations. They also reserve the right to act in concert with other shareholders and recommend actions to management and the board to increase shareholder value.

Management Comments

• "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 acquired the Shares... solely for investment purposes."
• "The Reporting Persons, 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 Persons further reserve 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 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 is a routine ownership disclosure for a publicly traded shipping company. While it details changes in beneficial ownership due to preferred stock conversion price adjustments, it does not provide specific insights into broader shipping industry trends or competitive dynamics beyond the company's internal capital structure.

Corporate Governance

Related Party Transactions

• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., which then issued Series D Preferred Stock to Diana Shipping. Diana Shipping subsequently distributed these shares, some of which were elected by the Reporting Persons (who were common shareholders of Diana Shipping).
• Tuscany Shipping Corp. purchased Series D Preferred Stock from Abra Marinvest Inc. via a Share Purchase Agreement dated October 15, 2024.
• Issuance of Series E Preferred Stock to Semiramis Paliou, who is a director and Chairperson of the Board.

Stakeholder Impact

• Shareholders: The high beneficial ownership by key management (Semiramis Paliou) suggests strong alignment with shareholder interests and potential for strategic direction aimed at increasing shareholder value. However, it also implies concentrated control.
• Management/Board: Semiramis Paliou's significant ownership and role as Chairperson provide strong influence over corporate activities and strategic direction.

Next Steps

• Reporting Persons may acquire additional shares or dispose of existing shares based on ongoing evaluation and market conditions.
• Reporting Persons may act in concert with other shareholders for common purposes.
• Reporting Persons 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., Schedule 13D, Beneficial Ownership, Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., SEC Filing, Corporate Governance, Shareholder Value, Equity Incentive Plan, Convertible Securities, Shipping Industry