SCHEDULE: OceanPal Insiders' Stake Dips Amid Share Dilution and Conversion Price Adjustments
Beneficial Ownership Amendment
Key insiders, including Semiramis Paliou, report a decrease in their beneficial ownership percentage in OceanPal Inc. due to an increase in outstanding common stock and changes in preferred stock conversion prices.
Summary
- Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A. (collectively, the "Reporting Persons") filed Amendment No. 38 to Schedule 13D for OceanPal Inc.
- The amendment reports a decrease in the percentage ownership of common shares beneficially owned by the Reporting Persons.
- This decrease is attributed to an increase in OceanPal Inc.'s outstanding common stock and a change in the conversion price of Series C and Series D Preferred Stock.
- As of July 31, 2025, OceanPal Inc. had 137,400,215 common shares outstanding.
- Semiramis Paliou is deemed to beneficially own 62,671,022 shares, representing 31.32% of the Issuer's outstanding common stock.
- Tuscany Shipping Corp. holds 9,404 shares of Series D Preferred Stock, convertible into 40,976,034 common shares (22.97%).
- 4 Sweet Dreams S.A. holds 1,339 shares of Series D Preferred Stock, convertible into 5,834,422 common shares (3.67%), and 3,640 shares of Series C Preferred Stock, convertible into 15,860,566 common shares (9.97%).
- The Series C Preferred Stock vested from the Issuer's 2021 Equity Incentive Plan.
- The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. (which received them as consideration for vessel purchases) and a share purchase agreement dated October 15, 2024, where Tuscany purchased Series D Preferred Stock from Abra Marinvest Inc.
- Paliou is a director and the Chairperson of the Board of Directors and the Executive Committee of OceanPal Inc.
- The Reporting Persons acquired the shares for investment purposes and may acquire or dispose of additional shares based on market conditions and other factors.
- On March 20, 2023, OceanPal Inc. issued 1,200 shares of Series E Preferred Stock to Paliou, which have no dividend or liquidation rights but carry significant voting power (up to 25,000 votes per share, subject to a 15% total vote limitation) and are convertible into common shares.
Sentiment
Score: 5
Explanation: The filing is a factual regulatory update on beneficial ownership. While it reports a decrease in the reporting persons' percentage stake due to dilution, it does not provide operational or financial performance data to indicate a strong positive or negative sentiment for the company's overall health. The decrease in percentage ownership for the reporting persons is a neutral event for the company's operations, though it reflects dilution.
Negatives
- The percentage ownership of common shares held by the Reporting Persons decreased due to dilution from an increase in the Issuer's outstanding common stock and changes in preferred stock conversion prices.
Risks
- Conversion of Series C and Series D Preferred Stock 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.
- The Series E Preferred Stock's voting power is subject to a 15% limitation on total votes, which only terminates upon a 'Series B Event' (cancellation or transfer of all Series B Preferred Stock), indicating potential limitations on voting influence until that event occurs.
Future Outlook
The Reporting Persons may, at any time, acquire additional shares or dispose of their current holdings based on an ongoing evaluation of their investment, prevailing 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 of Directors to increase shareholder value.
Industry Context
This filing reflects a change in the ownership structure of OceanPal Inc., a company likely involved in the shipping industry given its name and the mention of vessel purchases (m/v Baltimore and m/v Melia). Such changes in significant shareholder stakes are common in the maritime sector, which often involves complex financing and ownership structures, including preferred shares used for asset acquisitions.
Comparison to Industry Standards
- The use of convertible preferred stock (Series C, D, and E) for equity incentives, asset acquisition consideration, and strategic voting rights is a common financing and corporate governance tool in the shipping industry, similar to practices seen in other asset-heavy sectors.
- The 49% beneficial ownership restriction on preferred stock conversion is a standard anti-takeover or control-limiting provision often seen in public companies to prevent a single entity from gaining majority control through convertible securities without a formal tender offer or shareholder vote.
- The issuance of high-vote preferred stock (Series E) to a key insider like Semiramis Paliou, who is also the Chairperson, is a mechanism used by some companies to consolidate voting control among founding or strategic shareholders, a practice observed in various industries, though the specific voting power (up to 25,000 votes per share) is notably high.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Issuance of New Preferred Stock | OceanPal Inc. issued 1,200 shares of newly-designated Series E Preferred Stock to Semiramis Paliou, a director and Chairperson. This stock has no dividend or liquidation rights but carries significant voting power (up to 25,000 votes per share) and votes with common shares. | 2023-03-20 | This issuance consolidates voting control with Semiramis Paliou, subject to a 15% total vote limitation that terminates upon a 'Series B Event'. It enhances insider control over corporate decisions. |
| Voting Rights Structure | The Series E Preferred Stock's voting power is capped at 15% of the total votes entitled to be cast on matters put to shareholders, with this limitation terminating upon the cancellation or transfer of all Series B Preferred Stock. | 2023-03-20 | This provision temporarily limits the full voting influence of the Series E Preferred Stock, potentially balancing insider control with broader shareholder interests until the Series B Event occurs. |
| Preferred Stock Conversion Restrictions | Series C and Series D Preferred Stock are not convertible into common shares 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. | N/A (inherent in terms) | This restriction prevents the Reporting Persons from gaining majority control through conversion of their preferred shares, maintaining a degree of dispersed ownership and preventing a creeping takeover. |
Related Party Transactions
- Semiramis Paliou, a Reporting Person, is a director and the Chairperson of the Board of Directors and the Executive Committee of OceanPal Inc., indicating a direct related-party relationship.
- The Reporting Persons received Series D Preferred Stock as common shareholders of Diana Shipping Inc. during distributions, where Diana Shipping Inc. had received the Series D Preferred Stock as partial consideration for the sale of m/v Baltimore and m/v Melia to OceanPal Inc.
- Tuscany Shipping Corp., controlled by Semiramis Paliou, purchased Series D Preferred Stock from Abra Marinvest Inc. via a share purchase agreement.
Stakeholder Impact
- Shareholders: The increase in outstanding common stock and changes in preferred stock conversion prices indicate dilution, which could impact the per-share value for existing common shareholders.
- Shareholders: The significant beneficial ownership and voting power held by the Reporting Persons, particularly through the Series E Preferred Stock, means that key insiders retain substantial influence over corporate governance and strategic decisions.
Next Steps
- Reporting Persons may acquire additional shares or dispose of existing shares based on ongoing investment evaluation and market conditions.
- Reporting Persons reserve the right to act in concert with other shareholders or recommend courses of action to management and the Board to increase shareholder value.
Key Dates
| Date | Description |
|---|---|
| 2021-12-10 | Original Schedule 13D filing date with the U.S. Securities and Exchange Commission. |
| 2022-12-15 | Diana Shipping Inc. distributed common shares from Series D Preferred Stock conversion to its common shareholders. |
| 2023-03-20 | OceanPal Inc. issued 1,200 shares of Series E Preferred Stock to Semiramis Paliou. |
| 2023-06-09 | Diana Shipping Inc. distributed common shares from Series D Preferred Stock conversion to its common shareholders. |
| 2024-10-15 | Date of Share Purchase Agreement where Tuscany Shipping Corp. purchased Series D Preferred Stock from Abra Marinvest Inc. |
| 2025-07-31 | Date of event which required the filing of this statement (decrease in percentage ownership). |
| 2025-08-01 | Signature date of the Amendment No. 38 filing. |
Keywords
OceanPal Inc., Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., Dilution, Corporate Governance, SEC Filing, Shipping Industry
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