SCHEDULE 13D/A: OceanPal Insider Ownership Surges to Nearly 60% Following Preferred Stock Conversion Price Adjustment

Semiramis Paliou and affiliated entities have significantly increased their beneficial ownership in OceanPal Inc. to 59.74% of outstanding common stock, driven by changes in preferred stock conversion prices and strategic acquisitions.

Summary

• Semiramis Paliou, along with Tuscany Shipping Corp. and 4 Sweet Dreams S.A., collectively referred to as the Reporting Persons, have filed Amendment No. 30 to Schedule 13D, reporting an increase in their beneficial ownership of OceanPal Inc. common stock.
• As of February 7, 2025, the Reporting Persons are deemed to beneficially own an aggregate of 11,134,301 shares of OceanPal Inc. common stock, representing 59.74% of the Issuer's total issued and outstanding shares.
• This increase is primarily attributed to a change in the conversion price of the Issuer's Series C Preferred Stock and Series D Preferred Stock, which are convertible into common shares at the Reporting Persons' option.
• Tuscany Shipping Corp. holds 9,404 shares of Series D Preferred Stock, convertible into 8,281,814 common shares, representing 52.46% of the Issuer's outstanding shares.
• 4 Sweet Dreams S.A. holds 1,339 shares of Series D Preferred Stock, convertible into 1,179,216 common shares (16.16%), and 1,900 shares of Series C Preferred Stock, convertible into 1,673,271 common shares (11.38%).
• The Series C Preferred Stock was acquired through the Issuer's 2021 Equity Incentive Plan, while Series D Preferred Stock was obtained via distributions from Diana Shipping Inc. (as consideration for vessel purchases) and a direct purchase from Abra Marinvest Inc. on October 15, 2024.
• Semiramis Paliou, as the owner of Tuscany Shipping Corp. and 4 Sweet Dreams S.A., and also a director and Chairperson of OceanPal Inc.'s Board, is deemed to have indirect beneficial ownership of all shares held by these entities.
• The Reporting Persons state their purpose for acquiring shares is for investment, with potential for future acquisitions or dispositions based on market conditions and other factors, and they may act in concert with other shareholders to increase shareholder value.

Sentiment

Score: 6

Explanation: The document is largely factual, reporting a significant increase in insider beneficial ownership. While the conversion restrictions introduce a slight negative, the overall sentiment leans slightly positive due to increased insider stake and stated intent to enhance shareholder value, suggesting confidence.

Positives

• Increased beneficial ownership by Semiramis Paliou, a director and Chairperson of the Board, may signal strong insider confidence in the company's future.
• The Reporting Persons explicitly state their intention to engage with management and the Board to explore alternatives to increase shareholder value, which could benefit all investors.

Negatives

• A Support Agreement entered into on May 17, 2024, restricts the conversion of preferred shares held by directors and officers into common shares until May 17, 2025, limiting immediate liquidity or full realization of common share ownership from preferred stock for these insiders.

Risks

• The Series C and Series D Preferred Stock include ownership restrictions, stating they are not convertible to the extent that such conversion would result in the Reporting Persons becoming beneficial owners of more than 49% of the total issued and outstanding common shares, potentially limiting the full conversion of their preferred holdings into common stock.
• The Support Agreement with Sphinx Investment Corp. restricts the conversion of preferred shares held by directors and officers into common shares until May 17, 2025, which could impact the timing and flexibility of the Reporting Persons' ability to convert their preferred shares.

Future Outlook

The Reporting Persons intend to continue holding their investment for investment purposes, with the flexibility to 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 courses of action to the Issuer's management and Board 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 acquired the Shares for investment purposes and may, at any time, acquire additional Shares or dispose of any or all Shares they then own.
• 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.
• 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 regulatory disclosure of beneficial ownership and does not provide specific details on broader industry trends or the company's operational performance within the shipping industry. It focuses solely on changes in insider ownership structure.

Corporate Governance

Related Party Transactions

• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., and as partial consideration, issued Series D Preferred Stock to Diana Shipping. Diana Shipping subsequently distributed these shares to its common shareholders, including the Reporting Persons, who elected to receive Series D Preferred Stock.
• Semiramis Paliou, a Reporting Person, is a director and the Chairperson of the Board of Directors and the Executive Committee of the Issuer, indicating an insider relationship with the company.

Stakeholder Impact

• Shareholders: The significant increase in insider beneficial ownership by the Chairperson and affiliated entities could be viewed as a positive signal of confidence in the company's long-term prospects, potentially influencing investor sentiment.
• Management: The Reporting Persons' stated intent to engage with management and the Board to increase shareholder value suggests potential for strategic collaboration or influence on corporate decisions.

Next Steps

• The Reporting Persons may acquire additional shares or dispose of existing shares in the future, depending on market conditions and investment considerations.
• 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 restriction on preferred share conversion for directors and officers under the Support Agreement is expected to lift on May 17, 2025, potentially allowing for future conversions.

Key Dates

Keywords

OceanPal Inc., Schedule 13D, Beneficial Ownership, Preferred Stock, Common Stock, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., SEC Filing, Corporate Governance, Investment, Shareholder Value