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

Rhea-AI Filing Summary

OceanPal Inc. reporting persons Semiramis Paliou, Tuscany Shipping Corp. and 4 Sweet Dreams S.A. filed Amendment No. 40 to their Schedule 13D to report an increase in beneficial ownership arising from convertible Series C and Series D preferred shares becoming convertible due to a change in conversion price. As of September 16, 2025 the Issuer had 6,696,039 common shares outstanding and the Reporting Persons report beneficial ownership of 12,288,959 shares, representing 64.73% of the issued and outstanding common shares. Tuscany holds Series D convertible into 8,034,859 shares (54.54%) and 4 Sweet Dreams holds Series D and Series C convertible into 4,254,100 and 3,110,047 shares respectively. Conversions are subject to ownership restrictions that limit conversion to avoid beneficial ownership above 49% from each preferred series.

Positive

• Majority economic stake reported: Reporting Persons beneficially own 64.73% of common shares, providing clear control and strategic influence.
• Convertible preferred mechanics disclosed: Filing explains Series C and Series D conversions and a Share Purchase Agreement that substantively changed ownership.
• Transparency on limits: The Schedule states specific conversion restrictions preventing conversions that would cause beneficial ownership above 49% per preferred series.

Negative

• Concentrated ownership risk: Single controller holding 64.73% raises potential minority shareholder governance concerns and limits public float influence.
• Complex capital structure: Multiple convertible preferred series and a high-vote Series E create potential voting-power opacity and complexity for investors.
• Conversion caps complicate clarity: Ownership restriction language (49% limits) may affect future convertibility and makes exercise outcomes conditional.

Insights

Corporate Governance Expert

TL;DR: Reporting persons now beneficially control a majority stake (64.73%), creating a dominant shareholder with significant board influence.

The Schedule 13D Amendment discloses that Semiramis Paliou and entities she controls beneficially own 64.73% of OceanPal common shares through convertible Series C and D preferred stock. This level of ownership is material because it conveys de facto control over corporate decisions and board influence, particularly given Paliou's role as Chair and director. The filing also notes conversion restrictions that prevent conversion into shares to the extent it would cause ownership above 49% per series, which is a contractual limiter but does not change the reported aggregate beneficial ownership. For governance, concentrated ownership can accelerate strategic actions but also raises minority shareholder control considerations.

M&A / Capital Structure Specialist

TL;DR: Preferred-to-common conversions materially altered capital structure and produced a majority economic/ voting position.

The Amendment explains the increase in reported common share ownership results from vested/converted Series C awards and distributions/purchases of Series D Preferred Stock, some acquired via a share purchase agreement. The disclosure clarifies the mechanics: Series C and D are convertible at holders' option subject to stated ownership caps, and the Series D conversions previously distributed by Diana Shipping produced common share allocations. These convertible preferred movements are material because they changed both the issuer's capital structure and the controlling shareholder profile. The Series E preferred described also carries exceptional voting multipliers (up to 25,000 votes per share) subject to a 15% cap on total votes, which further complicates potential voting dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 40)

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)

09/16/2025

(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 12,288,959.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,288,959.00

11

Aggregate amount beneficially owned by each reporting person

12,288,959.00

12

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

13

Percent of class represented by amount in Row (11)

64.73 %

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 8,034,859.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,034,859.00

11

Aggregate amount beneficially owned by each reporting person

8,034,859.00

12

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

13

Percent of class represented by amount in Row (11)

54.54 %

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 4,254,100.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,254,100.00

11

Aggregate amount beneficially owned by each reporting person

4,254,100.00

12

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

13

Percent of class represented by amount in Row (11)

38.85 %

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. 40 (the "Amendment No. 40") 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, August 1, 2025, and September 4, 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. 40 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 Series C Preferred Stock's and the Series D Preferred Stock's conversion price.
Item 2.	Identity and Background
(a)	This Amendment No. 40 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 16, 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 8,034,859 Shares, representing 54.54% 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 1,144,053 Shares, representing 10.45% of the Issuer's issued and outstanding Shares and (ii) 3,640 shares of Series C Preferred Stock, convertible into an aggregate of 3,110,047 Shares, representing 28.40% 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 12,288,959 Shares, representing 64.73% 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 8,034,859 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 4,254,100 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 12,288,959 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:	09/18/2025

Tuscany Shipping Corp.

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou, Authorized Representative
Date:	09/18/2025

4 Sweet Dreams S.A.

Signature:	/s/ Semiramis Paliou
Name/Title:	Semiramis Paliou, Authorized Representative
Date:	09/18/2025

FAQ

What stake does Semiramis Paliou and affiliated entities report in OceanPal (OP)?

They report beneficial ownership of 12,288,959 common shares, representing 64.73% of OceanPal's issued and outstanding common shares as of September 16, 2025.

How did the Reporting Persons increase their ownership in OceanPal?

The increase arose from vested/convertible Series C Preferred Stock and Series D Preferred Stock that are convertible into common shares following a change in conversion price and related distributions and purchases.

Are there restrictions on converting the preferred shares into common stock?

Yes. The Series C and Series D statements of designation include ownership restrictions that prevent conversion to the extent it would result in beneficial ownership above 49% from those series.

What is the issuer's total number of common shares outstanding used here?

The filing states the Issuer had 6,696,039 common shares outstanding as of September 16, 2025.

Does the filing disclose any transactions by the Reporting Persons in the past 60 days?

The filing states that, except as disclosed, no transactions in the Shares were effected by the Reporting Persons during the past 60 days.