SCHEDULE 13D/A: OceanPal Insider Stake Rises to 32.67% Through Preferred Stock Conversions

Ioannis Zafirakis and Abra Marinvest Inc. have increased their beneficial ownership in OceanPal Inc. to 32.67% through the vesting and conversion options of Series C and Series D Preferred Stock.

Summary

• Reporting Persons, Ioannis Zafirakis and Abra Marinvest Inc., have increased their beneficial ownership in OceanPal Inc. to 3,641,293 Shares, representing 32.67% of the Issuer's outstanding common stock as of February 21, 2025.
• This increase is primarily due to the vesting of 924 shares of Series C Preferred Stock and the acquisition of Series D Preferred Stock.
• The Series C Preferred Stock vested under the Issuer's 2021 Equity Incentive Plan.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. and as partial consideration for OceanPal's purchase of the m/t Zeze Start for $27.0 million from an entity controlled by Zafirakis.
• The Reporting Persons also sold an aggregate of 7,033 shares of Series D Preferred Stock to various holders on October 15, 2024.
• Conversion of preferred shares is subject to a 49% ownership restriction, preventing the Reporting Persons from becoming beneficial owners of more than 49% of the total issued and outstanding Shares.

Sentiment

Score: 7

Explanation: The significant increase in beneficial ownership by a key insider, coupled with the strategic acquisition of a vessel, indicates a positive outlook from a major stakeholder, despite a partial sale of preferred shares.

Positives

• Significant increase in beneficial ownership by a key insider (Ioannis Zafirakis, a Board Director and Executive Committee member) to 32.67% of OceanPal Inc., potentially signaling strong confidence in the company's future.
• The acquisition of Series D Preferred Stock was partly in exchange for the m/t Zeze Start, valued at $27.0 million, indicating strategic asset growth for OceanPal.

Negatives

• The Reporting Persons sold an aggregate of 7,033 shares of Series D Preferred Stock to various holders on October 15, 2024, which could be interpreted as a partial divestment.

Risks

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

Future Outlook

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, prevailing market conditions, other investment opportunities, and other factors. They reserve the right to act in concert with any other shareholders or persons for a common purpose and/or to recommend courses of action to the Issuer's management, Board of Directors, and shareholders 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."
• "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 an insider's increased stake in OceanPal Inc., a company operating in the maritime shipping industry. The acquisition of a vessel (m/t Zeze Start) and the related preferred stock issuance indicate ongoing asset management and fleet expansion activities, which are common strategic moves in the shipping sector. The involvement of Diana Shipping Inc. in the Series D Preferred Stock distribution highlights existing inter-company relationships within the broader maritime industry.

Corporate Governance

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 $27.0 million from an entity controlled by Zafirakis.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence, but potential future conversions could lead to dilution. The Support Agreement temporarily limits immediate dilution from insider preferred share conversions.
• Management/Board: Ioannis Zafirakis, as a Board Director and Executive Committee member, has increased influence over corporate activities and is in contact with management regarding strategies to increase shareholder value.

Next Steps

• Reporting Persons may acquire additional Shares or dispose of existing Shares based on ongoing investment evaluation and market conditions.
• Reporting Persons may act in concert with other shareholders for a common purpose.
• 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., OP, Schedule 13D, beneficial ownership, Series C Preferred Stock, Series D Preferred Stock, Ioannis Zafirakis, Abra Marinvest Inc., insider ownership, SEC filing, shipping, maritime, preferred shares, equity incentive plan, asset acquisition