OceanPal (OP) insider stake drops to 31.3 % amid share issuance

Q: Why did the reported ownership percentage in OceanPal decline?

The drop stems from a larger common share base and revised Series C/D conversion prices ; no insider share sales were disclosed.

Q: What is the significance of OceanPal鈥檚 Series E preferred stock?

Each Series E share carries up to 25,000 votes (capped at 15 % of total votes) and is convertible only after a Series B event, bolstering insider voting power.

Q: Could the insider group increase its stake in OceanPal?

Yes. The filing states the group may buy additional shares or convert more preferred stock depending on market and strategic factors.

Q: Does any reporting person have sole voting power over OceanPal shares?

No. All voting and dispositive power is shared among the reporting persons; sole power is reported as zero.

[SCHEDULE 13D/A] OceanPal Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Amendment No. 38 to Schedule 13D 鈥� OceanPal Inc. (OP) updates the position of director/chairperson Semiramis Paliou and her wholly-owned entities, Tuscany Shipping Corp. and 4 Sweet Dreams S.A.

The reporting group now beneficially owns 62,671,022 common shares, or 31.32 % of the 137,400,215 shares outstanding as of 31 Jul 2025.
Holdings are entirely through convertible preferred stock: Tuscany holds 9,404 Series D shares (40,976,034 commons, 22.97 %); 4 Sweet Dreams holds 1,339 Series D and 3,640 Series C shares (21,694,988 commons, 13.64 %).
The percentage fell due to an increase in OceanPal鈥檚 common share count and a change in the Series C/D conversion prices; no share sales were reported.
Paliou also owns 1,200 Series E super-voting preferred shares, each carrying up to 25,000 votes (capped at 15 % of total votes) and convertible only after a Series B event.

All voting and dispositive power is shared among the three entities; none of the parties holds sole power. The group may buy or dispose of additional shares and is in dialogue with management on strategies to enhance shareholder value. Overall, the filing confirms continued significant insider influence鈥攐ver 30 % economic stake plus enhanced voting rights鈥攅ven as relative ownership declines.

OceanPal Inc.(OP)鞐� 雽€頃� Schedule 13D 靾橃爼鞎� 38順�電� 鞚挫偓瓴� 鞚橃灔鞚� Semiramis Paliou鞕赌攴鸽厐臧€ 鞝勳暋靻岇湢頃� Tuscany Shipping Corp. 氚� 4 Sweet Dreams S.A.鞚� 歆€攵� 順勴櫓鞚� 鞐呺嵃鞚错姼頃╇媹雼�.

氤搓碃攴鸽９鞚€ 順勳灛 62,671,022 氤错喌欤�毳� 鞁れ鞝侅溂搿� 氤挫湢頃橁碃鞛堨溂氅�, 鞚措姅 2025雲� 7鞗� 31鞚� 旮办 齑� 137,400,215欤� 欷� 31.32%鞐� 頃措嫻頃╇媹雼�.
氤挫湢歆€攵勳潃鞝勲秬鞝勴櫂鞖办劆欤茧ゼ韱淀暣鞚措（鞏挫牳鞛堨姷雼堧嫟: Tuscany電� 9欤� Series D 氤挫湢 (40,976,034 氤错喌欤检棎頃措嫻, 22.97%); 4 Sweet Dreams電� 1,339欤� Series D鞕赌 3,640欤� Series C 氤挫湢 (21,694,988 氤错喌欤检棎頃措嫻, 13.64%).
牍勳湪鞚� 臧愳唽頃� 鞚挫湢電� OceanPal 氤错喌欤� 靾� 歃濌皜鞕赌 Series C/D 鞝勴櫂臧€瓴� 氤€瓴� 霑岆鞚措┌, 欤检嫕毵る弰電� 氤搓碃霅橃 鞎婌晿鞀惦媹雼�.
Paliou電� 霕愴暅臧侁皝斓滊寑 25,000響滌潣韴憸甓岇澊攵€鞐悳 1,200欤� Series E 鞀堩嵓氤错寘鞖办劆欤茧ゼ氤挫湢頃橁碃鞛堨溂氅�(鞝勳泊韴憸甓岇潣 15%搿� 鞝滍暅), Series B 鞚措菠韸� 鞚错泟鞐愲 鞝勴櫂臧€電ロ暕雼堧嫟.

氇摖韴憸氚� 觳橂秳甓岉暅鞚€ 靹� 氩曥澑臧勳棎瓿奠湢霅橂┌, 鞏措姁頃滌霃� 雼弲甓岉暅鞚� 臧栮碃鞛堨 鞎婌姷雼堧嫟. 攴鸽９鞚€ 於旉皜欤检嫕鞚� 毵れ瀰頃橁卑雮� 觳橂秳頃� 靾� 鞛堨溂氅�, 欤检＜臧€旃橂ゼ雴掛澊旮� 鞙勴暅鞝勲灥鞐� 雽€頃� 瓴届榿歆勱臣雽€頇� 欷戩瀰雼堧嫟. 鞝勲皹鞝侅溂搿� 鞚措矆鞝滌稖鞚€ 30% 鞚挫儊鞚� 瓴届牅鞝� 歆€攵勱臣臧曧檾霅� 韴憸甓岇潉韱淀暅歆€靻嶌爜鞚� 雮措秬鞓來枼霠�鞚� 頇曥澑鞁滌紲欤茧┌, 靸侂寑鞝� 靻岇湢甓岇潃臧愳唽頄堨潓鞐愲弰攵堦惮頃橁碃攴鸽爣鞀惦媹雼�.

Positive

Ownership dilution reduces the insider group鈥檚 economic stake, marginally improving public float liquidity.
Detailed disclosure of preferred stock mechanics and conversion limits enhances transparency for investors.

Negative

Insider group still controls 31.32 % of common shares and holds super-voting Series E stock, concentrating governance power.
Potential for further acquisitions or conversions could raise ownership back toward 49 %, maintaining control risk for minorities.

Insights

TL;DR: Insider group still owns ~31 % of OP; dilution, not divestment, drove lower stake.

The filing is neutral from a valuation standpoint. Economic ownership decreased solely because OceanPal鈥檚 share count expanded and conversion ratios shifted. No insider sales occurred, so cash flow expectations remain unchanged. Tuscany鈥檚 and 4 Sweet Dreams鈥� preferred holdings continue to convert at management鈥檚 discretion, providing a latent supply of 62.7 m shares鈥攔oughly 8-9 months of recent daily volume鈥攜et conversion is restricted by 49 % caps, limiting near-term overhang. Market impact should be muted unless additional common issuance further dilutes percentages or triggers new conversions.

TL;DR: >30 % stake plus super-voting Series E maintains tight insider control; minority influence remains constrained.

Although relative ownership fell, Paliou retains effective control. The Series E preferred guarantees up to 15 % of total voting power regardless of economic stake, while the combined 31.32 % common equivalent exceeds typical blocking thresholds. Such concentration may deter activist engagement, influence board decisions, and affect takeover premiums. The filing鈥檚 language about acting in concert with other holders hints at potential coalition building. Governance-focused investors may view the structure as negative, especially given the lack of sunset provisions on voting rights.

氤搓碃攴鸽９鞚€ 順勳灛 62,671,022 氤错喌欤�毳� 鞁れ鞝侅溂搿� 氤挫湢頃橁碃鞛堨溂氅�, 鞚措姅 2025雲� 7鞗� 31鞚� 旮办 齑� 137,400,215欤� 欷� 31.32%鞐� 頃措嫻頃╇媹雼�.
氤挫湢歆€攵勳潃鞝勲秬鞝勴櫂鞖办劆欤茧ゼ韱淀暣鞚措（鞏挫牳鞛堨姷雼堧嫟: Tuscany電� 9欤� Series D 氤挫湢 (40,976,034 氤错喌欤检棎頃措嫻, 22.97%); 4 Sweet Dreams電� 1,339欤� Series D鞕赌 3,640欤� Series C 氤挫湢 (21,694,988 氤错喌欤检棎頃措嫻, 13.64%).
牍勳湪鞚� 臧愳唽頃� 鞚挫湢電� OceanPal 氤错喌欤� 靾� 歃濌皜鞕赌 Series C/D 鞝勴櫂臧€瓴� 氤€瓴� 霑岆鞚措┌, 欤检嫕毵る弰電� 氤搓碃霅橃 鞎婌晿鞀惦媹雼�.
Paliou電� 霕愴暅臧侁皝斓滊寑 25,000響滌潣韴憸甓岇澊攵€鞐悳 1,200欤� Series E 鞀堩嵓氤错寘鞖办劆欤茧ゼ氤挫湢頃橁碃鞛堨溂氅�(鞝勳泊韴憸甓岇潣 15%搿� 鞝滍暅), Series B 鞚措菠韸� 鞚错泟鞐愲 鞝勴櫂臧€電ロ暕雼堧嫟.

08/01/2025 - 02:02 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 38)

OceanPal Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

Y6430L202

(CUSIP Number)

Ms. Margarita Veniou
Pendelis 26, Palaio Faliro
Athens, J3, 175 64
30-210-9485-360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.01 par value per share

(b)

Name of Issuer:

OceanPal Inc.

(c)

Address of Issuer's Principal Executive Offices:

Pendelis 26, Palaio Faliro, Athens, GREECE , 175 64.

Item 1 Comment:

This Amendment No. 38 (the "Amendment No. 38") to the Schedule 13D amends the statement on Schedule 13D that was originally filed with the U.S. Securities and Exchange Commission (the "Commission") on December 10, 2021 (the "Schedule 13D") as amended on February 2, 2022, February 3, 2023, February 24, 2023, April 28, 2023, July 6, 2023, October 6, 2023, October 16, 2023, October 20, 2023, November 14, 2023, November 22, 2023, December 20, 2023, January 11, 2024, January 19, 2024, February 7, 2024, February 22, 2024, March 6, 2024, March 14, 2024, March 28, 2024, April 11, 2024, April 17, 2024, April 29, 2024, June 11, 2024, June 26, 2024, August 2, 2024, August 28, 2024, October 1, 2024, October 17, 2024, December 2, 2024, December 23, 2024, February 11, 2025, February 25, 2025, March 11, 2025, April 15, 2025, June 13, 2025, July 11, 2025, July 22, 2025, and July 24, 2025 filed by the Reporting Persons (as defined below) related to the shares of common stock, par value $0.01 per share (the "Shares"), of OceanPal Inc. (the "Issuer"). This Amendment No. 38 is being filed to report a decrease in the percentage ownership of Shares that the Reporting Persons may be deemed to beneficially own though its ownership of the Issuer's Series C Preferred Stock and Series D Preferred Stock which may be converted into Shares of the Issuer at the Reporting Persons' option (subject to certain ownership restrictions contained in the Series C Preferred Stock and Series D Preferred Stock's statements of designation, together the "Statements of Designation") as a result of the increase in the Issuer's outstanding common stock and a change in the Series C Preferred Stock's and the Series D Preferred Stock's conversion price.

Item 2.

Identity and Background

(a)

This Amendment No. 38 to the Schedule 13D is being filed on behalf of Semiramis Paliou ("Paliou"), a citizen of Greece, Tuscany Shipping Corp., a Marshall Islands corporation ("Tuscany"), and 4 Sweet Dreams S.A. a Marshall Islands corporation ("4 Sweet Dreams"). Paliou, Tuscany and 4 Sweet Dreams are collectively referred to as the "Reporting Persons" Paliou is the owner of all of the issued and outstanding shares of Tuscany and 4 Sweet Dreams, respectively, and may be deemed to have beneficial ownership of the Shares beneficially owned by Tuscany and 4 Sweet Dreams, respectively.

(b)

The principal business address for the Reporting Persons is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.

(d)

The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were not and are not subject to 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.

(f)

The Reporting Person is a citizen of Greece.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to the Issuer's 2021 Equity Incentive Plan, as amended and restated, 6,980 awarded Series C Convertible Preferred Shares (the "Series C Preferred Stock"), have vested, of which the Reporting Persons own 3,640 shares of the Series C Preferred Stock, and in accordance with their terms, have become convertible, at the Reporting Persons' option, giving effect to certain ownership restrictions contained in the Series C Preferred Stock's statement of designation, including that the shares of Series C Preferred Stock shall not be convertible into the Issuers' Shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding Shares. As partial consideration for the Issuer's purchase of the m/v Baltimore and m/v Melia from Diana Shipping Inc. ("Diana Shipping"), the Issuer issued shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred stock (the "Series D Preferred Stock") to Diana Shipping. Diana Shipping exercised its right to convert shares of the Series D Preferred Stock into shares of the Issuer's Shares in accordance with the Statement of Designations defining the rights, terms and preferences of the Series D Preferred Stock. Diana Shipping distributed on December 15, 2022 and June 9, 2023, respectively, all of the common shares issued upon the conversion of certain shares of Series D Preferred Stock to its common shareholders (other than those electing to receive shares of Series D Preferred Stock) of record as of the respective distribution record dates (the "Record Dates"), on a pro rata basis (both distributions referred to as the "Distributions"). In connection with the Distributions, Diana Shipping allowed its common shareholders of record as of the Record Date to elect to receive the number of shares of Series D Preferred Stock allocable to such shareholder instead of the Shares. The Reporting Persons, as common shareholders of Diana Shipping as of the Record Dates, elected to receive their Diana Shipping distribution in shares of Series D Preferred Stock. The Reporting Persons may be deemed to have beneficial ownership of Shares through their ownership of Series D Preferred Stock which may be converted into common shares at the Reporting Persons' option, subject to certain ownership restrictions contained in the Series D Preferred Stock's statement of designation, including that shares of the Series D Preferred Stock shall not be convertible into the Issuers' common shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding common Shares. Pursuant to a share purchase agreement dated October 15, 2024 (the "Share Purchase Agreement"), Tuscany purchased shares of Series D Preferred Stock from Abra Marinvest Inc. for due consideration.

Item 4.

Purpose of Transaction

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, 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 in connection with the Issuer's equity awards and the Series D Preferred Stock in connection with the Distributions and the Share Purchase Agreement as described herein solely for investment purposes. The Reporting Persons, at any time and from time to time, may acquire additional Shares, including in connection with the provision of any services or other strategic transactions with the Issuer, 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.

Item 5.

Interest in Securities of the Issuer

(a)

As of July 31, 2025, the Issuer had 137,400,215 Shares outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares.

(b)

Tuscany is the record holder of (i) 9,404 shares of Series D Preferred Stock, convertible into an aggregate of 40,976,034 Shares, representing 22.97% of the Issuer's issued and outstanding Shares which Paliou indirectly may be deemed to beneficially own, as the result of her ability to control the vote and disposition of the Shares through her control of Tuscany. 4 Sweet Dreams is the holder of (i) 1,339 shares of Series D Preferred Stock, convertible into an aggregate of 5,834,422 Shares, representing 3.67% of the Issuer's issued and outstanding Shares and (ii) 3,640 shares of Series C Preferred Stock, convertible into an aggregate of 15,860,566 Shares, representing 9.97% of the Issuer's issued and outstanding Shares, both of which Paliou indirectly may be deemed to beneficially own, as the result of her ability to control the vote and disposition of the Shares through her control of 4 Sweet Dreams. Therefore, Paliou may be deemed to, indirectly, beneficially own 62,671,022 Shares, representing 31.32% of the Issuer's issued and outstanding Shares. Tuscany has the sole power to vote or direct the vote of 0 shares and has the shared power to vote or direct the vote of 40,976,034 Shares. 4 Sweet Dreams has the sole power to vote or direct the vote of 0 Shares and has the shared power to vote or direct the vote of 21,694,988 Shares. Paliou has the sole power to vote or direct the vote of 0 Shares and has the shared power to vote or direct the vote of 62,671,022 Shares.

(c)

Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Persons during the past 60 days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

On March 20, 2023, the Issuer issued 1,200 shares of its newly-designated Series E Preferred Stock (the "Series E Preferred Stock"), par value $0.01 per share, to Paliou. The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the Shares, and each share of the Series E Preferred Stock entitles the holder thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Issuer, subject to up to 15% of the total number of votes entitled to be cast on matters put to shareholders of the Issuer. The Series E Preferred Stock is convertible, at the election of the holder, in whole or in part, into Shares at a conversion price equal to the 10-trading day trailing VWAP of the Issuer's Shares, subject to certain adjustments, at any time after (i) the cancellation of all of the Issuer's Series B Preferred Stock or (ii) the transfer for all of the Issuer's Series B Preferred Stock (collectively, a "Series B Event"). The 15% limitation discussed above shall terminate upon the occurrence of a Series B Event. The Series E Preferred Stock is transferable only to the holder's immediate family members and to affiliated persons or entities, with the prior consent of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit A Joint Filing Agreement (previously filed).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Semiramis Paliou

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou
Date:	08/01/2025

Tuscany Shipping Corp.

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou, Authorized Representative
Date:	08/01/2025

4 Sweet Dreams S.A.

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou, Authorized Representative
Date:	08/01/2025

Source:

FAQ

How many OceanPal (OP) common shares does Semiramis Paliou now control?

Through Tuscany and 4 Sweet Dreams she may be deemed to beneficially own 62,671,022 shares, or 31.32 % of OP鈥檚 outstanding stock.

Why did the reported ownership percentage in OceanPal decline?

The drop stems from a larger common share base and revised Series C/D conversion prices; no insider share sales were disclosed.

What is the significance of OceanPal鈥檚 Series E preferred stock?

Each Series E share carries up to 25,000 votes (capped at 15 % of total votes) and is convertible only after a Series B event, bolstering insider voting power.

Could the insider group increase its stake in OceanPal?

Yes. The filing states the group may buy additional shares or convert more preferred stock depending on market and strategic factors.

Does any reporting person have sole voting power over OceanPal shares?

No. All voting and dispositive power is shared among the reporting persons; sole power is reported as zero.

AG真人官方

[SCHEDULE 13D/A] OceanPal Inc. SEC Filing

Insights

FAQ

How many OceanPal (OP) common shares does Semiramis Paliou now control?

Why did the reported ownership percentage in OceanPal decline?

What is the significance of OceanPal鈥檚 Series E preferred stock?

Could the insider group increase its stake in OceanPal?

Does any reporting person have sole voting power over OceanPal shares?

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AG真人官方

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[SCHEDULE 13D/A] OceanPal Inc. SEC Filing

Insights

Securities Analyst neutral

Corporate Governance Expert negative

FAQ

How many OceanPal (OP) common shares does Semiramis Paliou now control?

Why did the reported ownership percentage in OceanPal decline?

What is the significance of OceanPal鈥檚 Series E preferred stock?

Could the insider group increase its stake in OceanPal?

Does any reporting person have sole voting power over OceanPal shares?

NASDAQ:OP

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OP Latest News

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