SCHEDULE 13D/A: OceanPal Inc. Major Shareholder Reports Decrease in Beneficial Ownership to 32.66%

Abra Marinvest Inc. and Ioannis Zafirakis, key beneficial owners of OceanPal Inc., have reported a decrease in their aggregate ownership percentage to 32.66% due to changes in preferred stock conversion prices.

Summary

• This Amendment No. 14 to Schedule 13D updates the beneficial ownership of OceanPal Inc. (the "Issuer") by Ioannis Zafirakis and Abra Marinvest Inc. (the "Reporting Persons").
• The filing reports a decrease in the Reporting Persons' percentage ownership of OceanPal Inc. common stock, primarily due to a change in the conversion price of Series C and Series D Preferred Stock.
• As of June 13, 2025, the Reporting Persons beneficially own 3,640,502 Shares, representing 32.66% of the Issuer's 7,504,982 outstanding common shares.
• This beneficial ownership is indirect, derived from 3,104 shares of Series D Preferred Stock (convertible into 2,616,980 Shares, or 23.48%) and 1,214 shares of Series C Preferred Stock (convertible into 1,023,522 Shares, or 9.18%).
• The Series C Preferred Stock vested under the Issuer's 2021 Equity Incentive Plan, while the Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. and as partial consideration for the m/t Zeze Start vessel purchase.
• Ioannis Zafirakis, a Greek citizen, is the owner of Abra Marinvest Inc., a Marshall Islands corporation, and serves on OceanPal Inc.'s Board of Directors and Executive Committee.
• The Reporting Persons acquired these shares for investment purposes and reserve the right to acquire or dispose of additional shares, act in concert with other shareholders, and recommend courses of action to the Issuer's management and board.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing updating beneficial ownership. While it reports a decrease in the Reporting Persons' percentage stake, it's a factual update driven by conversion price adjustments, not necessarily indicative of negative operational performance or a change in investment intent. The Reporting Persons maintain a significant stake and active engagement with management.

Positives

• The Reporting Persons, including Ioannis Zafirakis who is a member of the Board and Executive Committee, maintain a significant beneficial ownership stake of 32.66% in OceanPal Inc., indicating continued vested interest.
• The Reporting Persons are actively engaged with the Issuer's management and board, seeking alternatives to increase shareholder value.

Negatives

• The Reporting Persons' percentage ownership of OceanPal Inc. common stock has decreased, which could dilute their relative influence if not offset by other factors.

Risks

• Conversion of Series C and Series D Preferred Stock into common shares is subject to ownership restrictions, preventing the Reporting Persons from becoming beneficial owners of more than 49% of the total issued and outstanding common shares.

Future Outlook

The Reporting Persons intend to continue evaluating their investment in OceanPal Inc. and may acquire additional shares, including in connection with strategic transactions, or dispose of existing shares 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

• Ioannis Zafirakis 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 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

The document pertains to a shipping company (OceanPal Inc.) involved in vessel acquisitions (m/v Baltimore, m/v Melia, m/t Zeze Start), indicating its operations within the maritime shipping industry, likely dry bulk or tanker segments. The transactions involving preferred stock as consideration for vessel purchases are common financing mechanisms in this capital-intensive industry.

Related Party Transactions

• On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for the Issuer's purchase of the m/t Zeze Start for an aggregate purchase price of $27.0 million from an entity controlled by Ioannis Zafirakis.

Stakeholder Impact

• Shareholders: The change in beneficial ownership percentage of a significant shareholder group could influence market perception and trading dynamics, though the impact is likely limited given it's an amendment to an ongoing disclosure and the reason is a technical adjustment to conversion prices.
• Management/Board: Ioannis Zafirakis's continued significant stake and role on the Board and Executive Committee ensures his ongoing influence on corporate strategy and governance.

Next Steps

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

Key Dates

Keywords

OceanPal Inc., SEC filing, Schedule 13D, beneficial ownership, convertible preferred stock, Series C Preferred Stock, Series D Preferred Stock, Ioannis Zafirakis, Abra Marinvest Inc., corporate governance, investment strategy, shipping industry