| 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. 4 (the "Amendment No. 4") 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 January 6, 2023 (the "Schedule 13D") as amended on March 2, 2023, October 6, 2023 and October 17, 2023 filed by the Reporting Persons (as defined below) relating to the shares of common stock, par value $0.01 per share (the "Shares"), of OceanPal Inc. (the "Issuer").
This Amendment No. 4 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 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 statements of designation, 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 conversion price. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment No. 4 to the Schedule 13D is being filed on behalf of Diana Shipping Inc., a Marshall Islands corporation ("Diana Shipping"). Diana Shipping is referred to as the "Reporting Person." |
| (b) | The principal business address of the Reporting Person is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has 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 incorpoated in the Marshall Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | In connection with a spin-off transaction, Diana Shipping acquired 10,000 shares of the Issuer's Series C Preferred Stock, which in accordance with their terms have become convertible at Diana Shipping's option. On October 17, 2023, Diana Shipping has exercised its option to convert 9,793 shares of the Issuer's Series C Preferred Stock and as a result of such conversion is the record and beneficial holder of 3,649,474 Shares. |
| Item 4. | Purpose of Transaction |
| | The Reporting Person acquired shares of the Series C Preferred Stock in connection with the spin-off transaction and solely for investment purposes. The Reporting Person, at any time and from time to time, may acquire additional Shares or other securities of the Issuer, 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, the remaining shares of Series C Preferred Stock held by the Reporting Person or the Shares held by the Reporting Person into which Series C Preferred Stock may be converted, that it owns depending upon an ongoing evaluation of its investment in the shares of the Series C Preferred Stock, the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Person further reserves 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. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of July 22, 2025, the Issuer had 18,586,812 Shares outstanding after giving effect to the Reporting Person's conversion of the Series C Preferred Stock. Based on the foregoing, the Reporting Person reports beneficial ownership of the following Shares. |
| (b) | Diana Shipping is the record holder of 3,649,474 Shares representing 19.63% of the Issuer's issued and outstanding Shares and 207 shares of Series C Preferred Stock convertible into Shares representing, in the aggregate with the Shares or other securities conveying beneficial ownership of the Shares then held by Diana Shipping, 20.24% of the Issuer's issued and outstanding Shares. As a result of Diana Shipping's ownership of the Shares reported herein and the remaining shares of Series C Preferred Stock, Diana Shipping has the sole power to vote or direct the vote of 3,789,348 Shares and has the shared power to vote or direct the vote of 0 Shares. |
| (c) | Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Person 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 Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The Reporting Person also owns 500,000 of additional preferred voting shares of the Issuer that convey the right to cast a number of votes for all matters on which shareholders of the Issuer may vote equal to up to 34% of the total number of votes entitled to be cast by the Issuer's shareholders on such matter, provided that to the extent such voting power, together with any affiliate of the Reporting Person, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Issuers' shareholders, the number of votes shall be automatically reduced so that the Reporting Person's aggregate voting power, together with its affiliates, is not more than 49%. |
| Item 7. | Material to be Filed as Exhibits. |
| | Not Applicable. |
