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

Rhea-AI Filing Summary

Amendment No. 39 to a Schedule 13D for OceanPal Inc. reports that Semiramis Paliou and related entities now beneficially own a majority of the company's common stock. The Reporting Persons — Paliou, Tuscany Shipping Corp. and 4 Sweet Dreams S.A. — may be deemed to beneficially own 7,730,036 shares, representing 52.26% of OceanPal's 6,696,039 issued and outstanding shares as of September 3, 2025. Tuscany holds Series D Preferred convertible into 4,792,579 shares (41.72%), and 4 Sweet Dreams holds Series D and Series C preferred convertible into 2,537,457 shares (27.48% combined). Ownership is subject to conversion restrictions that limit conversions to prevent ownership above 49% in certain circumstances. Paliou is Chairperson and a director and may influence corporate actions; the holdings were acquired via equity awards, distributions and purchases for investment purposes.

Positive

• Majority reported beneficial ownership: Reporting Persons indicate beneficial ownership of 52.26% of outstanding common shares, a material control position.
• Board leadership: Semiramis Paliou serves as Chairperson and director, aligning governance influence with the disclosed ownership.
• Acquisitions funded: Series D preferred were acquired via distributions and a purchase agreement, demonstrating deliberate accumulation through multiple mechanisms.

Negative

• Conversion restrictions: Statements of designation for Series C and D limit conversions that would result in >49% ownership, creating uncertainty around exercisable control despite reported beneficial ownership.
• Concentrated ownership risks: Majority stake concentrated in a single individual and affiliated entities may raise minority shareholder governance concerns.
• Ambiguity in voting power: Reported beneficial ownership and shared voting power may not translate into unfettered voting control due to contractual caps and conversion conditions.

Insights

Corporate Governance Expert

Majority stake via convertible preferred stock gives controlling influence but conversion caps create ambiguity around full control.

The filing shows Paliou and affiliated entities collectively report beneficial ownership of 52.26% of outstanding common shares through convertible Series C and D preferred stock and direct holdings. This concentration of voting power is material for governance and strategic decisions because Paliou is Chairperson and a director. However, the Statements of Designation include conversion restrictions that prevent conversion to the extent it would push ownership above 49% in certain conditions, which creates practical limits on immediate conversion and may affect the exercisable voting/control profile. Investors should note the dual nature of control: strong economic stake and potential voting leverage, tempered by contractual conversion caps.

M&A / Strategic Transactions Analyst

Holding structure signals ability to influence strategic transactions and board actions, increasing likelihood of coordinated initiatives.

The Reporting Persons disclose acquisitions via equity awards, distributions related to Diana Shipping's conversion events, and a share purchase agreement dated October 15, 2024. With reported shared voting power of 7,330,036 shares and Paliou serving as Chairperson, these positions enable participation in or recommendation of corporate alternatives to enhance shareholder value. The presence of Series E preferred with super-voting features (up to 25,000 votes per share subject to a 15% cap) further complicates the governance landscape should Series E rights become operative. This ownership profile is materially impactful for potential M&A, restructurings or other significant corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 39)

OceanPal Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

Y6430L301

(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)

09/03/2025

(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 §§ 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

CUSIP No. Y6430L301

1

Name of reporting person

Semiramis Paliou

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,730,036.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,730,036.00

11

Aggregate amount beneficially owned by each reporting person

7,730,036.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

52.26 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. Y6430L301

1

Name of reporting person

Tuscany Shipping Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARSHALL ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,792,579.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,792,579.00

11

Aggregate amount beneficially owned by each reporting person

4,792,579.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.72 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y6430L301

1

Name of reporting person

4 Sweet Dreams S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARSHALL ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,537,457.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,537,457.00

11

Aggregate amount beneficially owned by each reporting person

2,537,457.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.48 %

14

Type of Reporting Person (See Instructions)

CO

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. 39 (the "Amendment No. 39") 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, July 24, 2025 and August 1, 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. 39 is being filed to report an increase 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 a change 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. 39 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 September 3, 2025, the Issuer had 6,696,039 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 4,792,579 Shares, representing 41.72% 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 682,397 Shares, representing 7.39% of the Issuer's issued and outstanding Shares and (ii) 3,640 shares of Series C Preferred Stock, convertible into an aggregate of 1,855,060 Shares, representing 20.09% 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 7,330,036 Shares, representing 52.26% 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 4,792,579 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 2,537,457 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 7,330,036 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:	09/04/2025

Tuscany Shipping Corp.

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou, Authorized Representative
Date:	09/04/2025

4 Sweet Dreams S.A.

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou, Authorized Representative
Date:	09/04/2025

FAQ

How much of OceanPal (OP) do the Reporting Persons claim to beneficially own?

The Reporting Persons report beneficial ownership of 7,730,036 shares, representing 52.26% of OceanPal's 6,696,039 outstanding shares as of September 3, 2025.

What securities convey the reported ownership interest in OceanPal?

The position is held primarily through convertible Series D and Series C preferred stock (and Series E holdings for Paliou), which are convertible into common shares subject to Statements of Designation and conversion caps.

Does Semiramis Paliou hold any board or leadership roles at OceanPal?

Yes. Semiramis Paliou is reported as a director and Chairperson of the Board and of the Executive Committee.

Are there contractual limits on converting preferred shares into common shares?

Yes. The Series C and Series D Statements of Designation include conversion restrictions preventing conversion to the extent that conversion would result in beneficial ownership exceeding 49%.

How were the Series D preferred shares acquired by the Reporting Persons?

Series D preferred were obtained through distributions related to Diana Shipping's conversions and by purchase pursuant to a Share Purchase Agreement dated October 15, 2024.