SCHEDULE 13D/A: OceanPal Insider Ownership Surges to 65.29% Following Preferred Stock Vesting and Conversions

Semiramis Paliou and affiliated entities have significantly increased their beneficial ownership in OceanPal Inc. to 65.29% through the vesting of Series C Preferred Stock and conversions of Series D Preferred Stock.

Summary

• Reporting Persons, including Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A., have increased their beneficial ownership in OceanPal Inc.
• As of March 7, 2025, Semiramis Paliou beneficially owns 14,114,817 Shares, representing 65.29% of OceanPal Inc.'s total issued and outstanding common stock.
• This increase is primarily attributed to the vesting of 3,640 Series C Convertible Preferred Shares and the acquisition of Series D Preferred Stock.
• The Series D Preferred Stock was obtained through distributions from Diana Shipping Inc. (where Reporting Persons elected to receive Series D instead of common shares) and a purchase from Abra Marinvest Inc. on October 15, 2024.
• The Reporting Persons state their acquisition of shares is for investment purposes, and they may acquire or dispose of additional shares based on market conditions and other investment considerations.
• Semiramis Paliou, who serves as a director, Chairperson of the Board, and Executive Committee member of OceanPal Inc., may influence corporate activities and is actively engaged in discussions with management and other shareholders to enhance shareholder value.

Sentiment

Score: 8

Explanation: The substantial increase in beneficial ownership by a key insider and board chairperson, coupled with stated intentions to increase shareholder value, indicates strong confidence and positive alignment, outweighing minor complexities related to conversion restrictions.

Positives

• Significant increase in insider beneficial ownership (65.29% by Semiramis Paliou), which is generally viewed as a strong vote of confidence in the company's future prospects.
• The stated purpose of acquiring shares for 'investment purposes' suggests a long-term commitment from key insiders.
• Management, through Semiramis Paliou, is actively seeking 'alternatives that the Issuer could employ to increase shareholder value,' indicating a focus on shareholder returns.

Negatives

• A high concentration of ownership by a single party or group could potentially reduce the liquidity of the common stock for other shareholders.
• Conversion restrictions on Series C and Series D Preferred Stock (limiting beneficial ownership to 49% upon conversion) may complicate future capital structure adjustments or full conversion flexibility.

Risks

• Ownership restrictions on Series C and Series D Preferred Stock, which prevent conversion if it would result in beneficial ownership exceeding 49% of total outstanding shares, could limit the Reporting Persons' ability to fully convert their preferred holdings.
• The Series E Preferred Stock, issued to Paliou, has a 15% total vote limitation that will only terminate upon a 'Series B Event,' potentially impacting voting power dynamics until that condition is met.

Future Outlook

The Reporting Persons intend to hold their shares for investment purposes and may acquire or dispose of additional shares based on market conditions and other investment considerations. Semiramis Paliou, as a key executive and board member, will continue to engage with management and other significant shareholders to explore alternatives for increasing shareholder value.

Management Comments

• "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 reflects a significant consolidation of ownership by key insiders within OceanPal Inc., a company operating in the shipping industry. While the filing itself doesn't detail broader industry trends, increased insider stakes can signal confidence in the company's position or future prospects within its sector, potentially indicating a belief in the industry's stability or growth opportunities.

Corporate Governance

Related Party Transactions

• Issuance of Series D Preferred Stock to Diana Shipping Inc. as partial consideration for vessel purchases, with Reporting Persons electing to receive Series D shares in subsequent distributions from Diana Shipping Inc.
• Purchase of Series D Preferred Stock by Tuscany Shipping Corp. from Abra Marinvest Inc. on October 15, 2024.
• Issuance of 1,200 shares of Series E Preferred Stock to Semiramis Paliou on March 20, 2023.

Stakeholder Impact

• **Shareholders**: The significant increase in insider ownership may signal stability and confidence in the company's future, but it also implies increased control by a single party, which could affect liquidity and influence corporate decisions. The preferred stock conversion restrictions and the Support Agreement could impact future share dilution and voting power dynamics.
• **Management/Board**: Semiramis Paliou's substantial ownership reinforces her influence on corporate strategy and governance, aligning her interests closely with the company's performance.

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 or recommend courses of action to management and the board.
• Discussions with management and other significant shareholders regarding alternatives to increase shareholder value are ongoing.
• The restriction on preferred share conversion for directors/officers under the Support Agreement is expected to lift on May 17, 2025.

Key Dates

Recommendation

Keywords

OceanPal Inc., Schedule 13D, Beneficial Ownership, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., Series C Preferred Stock, Series D Preferred Stock, Preferred Stock Conversion, Insider Ownership, Corporate Governance, Investment, SEC Filing, Shipping Industry