| 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. 13 (the "Amendment No. 13") 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 June 26, 2024, October 1, 2024, October 17, 2024, December 2, 2024, December 20, 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 (the "Schedule 13D"), filed by the Reporting Person (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. 13 is being filed to report a decrease in the percentage ownership of Shares that the Reporting Person 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 Person's 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. 13 to the Schedule 13D is being filed on behalf of Eleftherios Papatrifon (the "Reporting Person"). |
| (b) | The principal business address for the Reporting Person is Pendelis 16, 17564 Palaio Faliro, Athens, Greece. |
| (d) | To the best of the Reporting Person's knowledge, the Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | To the best of the Reporting Person's knowledge, 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 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 Person owns 1,214 shares of the Series C Preferred Stock, and in accordance with their terms, have become convertible at the Reporting Person's 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 Person 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 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 Person, as a common shareholder of Diana Shipping as of the Record Dates, elected to receive his Diana Shipping distribution in shares of Series D Preferred Stock. The Reporting Person may be deemed to have beneficial ownership of Shares through his ownership of Series D Preferred Stock which may be converted into common shares at the Reporting Person's 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 Issuer's common shares to the extent that such conversion would result in the Reporting Person 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"), the Reporting Person purchased shares of Series D Preferred Stock from Abra Marinvest Inc. for due consideration. |
| Item 4. | Purpose of Transaction |
| | The Reporting Person is a member of the Board of Directors and a member of 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 Person 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 Person, 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 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. In addition, the Reporting Person is 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 Person reports beneficial ownership of the following Shares. |
| (b) | The Reporting Person is the record holder of (i) 915 shares of Series D Preferred Stock, convertible into an aggregate of 3,986,928 Shares, representing 2.71% of the Issuer's issued and outstanding Shares and (ii) 1,214 shares of Series C Preferred Stock, convertible into an aggregate of 5,289,760 Shares, representing 3.61% of the Issuer's issued and outstanding Shares. The Reporting Person has the sole power to vote or direct the vote of 9,276,688 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 |
| | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | Not applicable. |
