SCHEDULE 13D/A: OceanPal Insider Ownership Surges to 43.29% Following Preferred Stock Conversion Price Adjustment

Ioannis Zafirakis and Abra Marinvest Inc. have significantly increased their beneficial ownership in OceanPal Inc. to 43.29% of outstanding common stock, primarily due to changes in preferred stock conversion prices.

Summary

• Ioannis Zafirakis and Abra Marinvest Inc. (the "Reporting Persons") have increased their beneficial ownership in OceanPal Inc. to 43.29% of the common stock.
• This increase is primarily due to a change in the conversion price of the Issuer's Series C Preferred Stock and Series D Preferred Stock, which the Reporting Persons hold.
• As of April 11, 2025, the Reporting Persons beneficially own 5,729,069 shares, which are convertible from 3,104 shares of Series D Preferred Stock (representing 31.12% of outstanding shares) and 1,214 shares of Series C Preferred Stock (representing 12.17% of outstanding shares).
• The conversion of these preferred shares is subject to a restriction preventing the Reporting Persons from owning more than 49% of the total issued and outstanding common shares.
• The Series C Preferred Stock was acquired through the Issuer's 2021 Equity Incentive Plan, while the Series D Preferred Stock was obtained through distributions from Diana Shipping Inc. and as partial consideration for OceanPal's purchase of the m/t Zeze Start from an entity controlled by Zafirakis for $27.0 million.
• The Reporting Persons also sold 7,033 shares of Series D Preferred Stock to various holders on October 15, 2024.

Sentiment

Score: 7

Explanation: The significant increase in beneficial ownership by a key insider (director and executive committee member) suggests strong confidence in the company's future, which is generally a positive signal for investors. The filing is a routine disclosure of ownership change, but the underlying increase in insider stake is positive.

Positives

• Increased beneficial ownership by Ioannis Zafirakis, a member of the Board of Directors and Executive Committee, signals strong insider confidence in OceanPal Inc.
• The acquisition of Series C Preferred Stock through an equity incentive plan aligns management's interests with shareholder value.

Negatives

• The 49% ownership restriction on preferred stock conversion limits the extent to which the Reporting Persons can increase their direct common share ownership through conversion.

Risks

• The beneficial ownership is primarily through convertible preferred stock, subject to conversion restrictions (not exceeding 49% of outstanding common shares), which could limit the Reporting Persons' ability to fully convert their holdings.
• Future acquisitions or dispositions of shares by the Reporting Persons could impact market dynamics.

Future Outlook

The Reporting Persons intend to continue evaluating their investment in OceanPal Inc. and may acquire additional shares or dispose of existing holdings based on market conditions and other investment considerations. Ioannis Zafirakis, as a director, may also influence corporate activities and recommend courses of action to management and the board to increase shareholder value.

Management Comments

• "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, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D."
• "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 primarily concerns a change in beneficial ownership by key insiders of OceanPal Inc., a shipping company. While it doesn't directly discuss broader industry trends, the acquisition of vessels (m/v Baltimore, m/v Melia, m/t Zeze Start) mentioned as context for preferred stock issuance indicates ongoing fleet management and expansion activities within the shipping sector.

Comparison to Industry Standards

• This Schedule 13D filing is a disclosure of beneficial ownership and does not contain financial performance metrics or operational data that would allow for a direct comparison to industry standards, specific comparable companies, projects, or results. It focuses on the ownership structure and intentions of a significant shareholder.

Corporate Governance

Legal Proceedings

• To the best of the Reporting Persons' knowledge, they have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• To the best of the Reporting Persons' knowledge, they have not 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, or finding any violations with respect to such laws, during the last five years.

Related Party Transactions

• On September 11, 2024, OceanPal Inc. purchased the m/t Zeze Start for $27.0 million from an entity controlled by Ioannis Zafirakis, with partial consideration paid in 9,442 shares of Series D Preferred Stock to the Reporting Persons.

Stakeholder Impact

• Shareholders: The significant increase in beneficial ownership by a director and executive committee member (Ioannis Zafirakis) could be viewed positively as it aligns insider interests with shareholder value. However, the 49% conversion cap on preferred shares means full conversion to common stock is restricted.
• Management/Board: Ioannis Zafirakis's increased stake and stated intent to influence corporate activities could lead to more active engagement in strategic decisions.

Next Steps

• The Reporting Persons may acquire additional shares or dispose of existing holdings in the future.
• The Reporting Persons may act in concert with other shareholders or recommend courses of action to the Issuer's management and board to increase shareholder value.
• The Support Agreement with Sphinx Investment Corp. restricts conversion of preferred shares held by directors and officers into common shares until May 17, 2025.

Key Dates

Recommendation

Keywords

OceanPal Inc., OP, Schedule 13D, beneficial ownership, Ioannis Zafirakis, Abra Marinvest Inc., Series C Preferred Stock, Series D Preferred Stock, convertible preferred shares, insider ownership, SEC filing, shipping, dry bulk, tanker, corporate governance, related party transaction