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

Rhea-AI Filing Summary

Schedule 13D/A (Amendment 11) – OceanPal Inc. (OP) discloses that board member Eleftherios Papatrifon now beneficially owns 901,621 common shares (on an as-converted basis), equal to 10.59 % of the 7,611,212 outstanding. Ownership stems from 1,214 Series C and 915 Series D preferred shares, both convertible subject to a 49 % cap. The amendment is required because a change in the conversion prices of those preferred stocks reduced Papatrifon’s percentage holding; no open-market transactions are reported in the past 60 days.

The filing reiterates that the shares were acquired for investment purposes through equity awards, prior distributions from Diana Shipping, and a 2024 share-purchase agreement. As a director and Executive Committee member, Papatrifon may influence corporate strategy and continues to review further share purchases or sales. No new contracts, legal proceedings, or exhibits are included.

Positive

• Transparency: Filing provides updated cap-table data, clarifying insider ownership after conversion-price adjustment.
• Ownership cap: 49 % ceiling on preferred conversions limits risk of excessive insider control.

Negative

• Stake reduction: Insider’s ownership percentage declines, potentially signaling future dilution or reduced alignment.
• Convertible overhang: Series C and D preferred shares represent additional dilution risk if fully converted.

Insights

Securities Analyst

TL;DR: Insider’s stake drops to 10.6 % after conversion-price reset; signals mild dilution but maintains board influence.

The amendment confirms that Papatrifon remains a >10 % holder, preserving reporting obligations and potential influence on governance. The lower ownership percentage appears mechanical—driven by revised conversion terms, not share sales—so immediate market impact is limited. Still, investors should monitor further conversions of Series C/D preferred, which collectively represent roughly 12 % potential dilution if fully exercised. Because no new purchases or dispositions occurred, I rate the filing neutral for valuation but impactful for share-count awareness.

Corporate Governance Expert

TL;DR: Director’s 10 %+ stake sustains influence; reduced percentage may ease concentration-risk concerns.

Maintaining over 10 % ownership keeps Papatrifon’s alignment with shareholders while the modest decline in percentage mitigates single-holder dominance. The 49 % conversion cap limits control creep, but cumulative preferred conversions could still shift voting power. Governance watchers should track any coordination with other large holders, given the stated intention to discuss value-enhancing alternatives. Overall governance risk remains moderate; impact score neutral.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

07/18/2025

(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. Y6430L202

1

Name of reporting person

Papatrifon Eleftherios

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 901,621.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 901,621.00

11

Aggregate amount beneficially owned by each reporting person

901,621.00

12

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

13

Percent of class represented by amount in Row (11)

10.59 %

14

Type of Reporting Person (See Instructions)

IN

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. 11 (the "Amendment No. 11") 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 and July 11, 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. 11 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 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. 11 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 18, 2025, the Issuer had 7,611,212 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 387,498 Shares, representing 4.55% of the Issuer's issued and outstanding Shares and (ii) 1,214 shares of Series C Preferred Stock, convertible into an aggregate of 514,123 Shares, representing 6.04% of the Issuer's issued and outstanding Shares. The Reporting Person has the sole power to vote or direct the vote of 901,621 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.

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.

Papatrifon Eleftherios

Signature:	/s/ Eleftherios Papatrifon
Name/Title:	Eleftherios Papatrifon
Date:	07/22/2025

FAQ

How many OceanPal (OP) shares does Eleftherios Papatrifon now own?

He beneficially owns 901,621 common shares on an as-converted basis, equal to 10.59 % of shares outstanding.

Why was this Schedule 13D/A Amendment 11 filed?

To report a decrease in percentage ownership caused by a change in the conversion prices of Series C and Series D preferred stock.

Did the insider buy or sell OceanPal stock recently?

No; the filing states no transactions in the past 60 days. The change is conversion-price driven.

What dilution risk comes from the Series C and D preferred shares?

They convert into 901,621 common shares, about 12 % of current share count, but cannot push the holder above 49 % ownership.

Does Papatrifon still influence OceanPal’s strategy?

Yes. He remains a director and Executive Committee member with >10 % ownership, allowing significant influence.