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

Rhea-AI Filing Summary

Transaction overview: UBS AG is issuing $777,000 of unsubordinated, unsecured Trigger Autocallable Contingent Yield Notes linked to the common stock of The Kraft Heinz Company (KHC). The notes price on 11 Jul 2025, settle on 15 Jul 2025 and mature on 17 Jul 2028, unless called earlier.

• Face amount: $10 per note (minimum purchase 100 notes).
• Contingent coupon: 8.68% p.a. (paid quarterly ≈ $0.217 per note) only when KHC closes ≥ coupon barrier on an observation date.
• Coupon barrier / downside threshold: $19.00 (70% of initial level $27.14).
• Automatic call: Beginning 6 months after settlement and quarterly thereafter, if KHC closes ≥ initial level ($27.14). Investors receive par + any due coupon; no further payments.
• Principal at maturity: • Par if KHC ≥ downside threshold and notes were not called. • Par × (1 + underlying return) if KHC < threshold, resulting in 1-for-1 downside exposure to −100%.
• Estimated initial value: $9.62 (UBS internal model), 3.8% below issue price due to fees/hedging costs.
• Secondary market: No listing; UBS affiliates may make markets but are not obliged to do so.

Key risks highlighted by issuer:

• Loss of up to full principal if KHC falls >30% and notes are not called.
• Coupons contingent; investors may receive few or none.
• Credit risk of UBS AG senior debt.
• Potential illiquidity and bid–ask premium in secondary trading.
• Estimated value below issue price; early resale likely below $10.

Illustrative performance scenarios: UBS shows (1) early call after two quarters producing a 4.34% total return; (2) hold to maturity with KHC ≥ threshold producing same 4.34% total return; (3) KHC down 33.5% at maturity producing a 31.3% loss.

Use-of-proceeds & distribution: UBS Securities LLC will purchase the notes less a $0.20 per-note underwriting discount and resell to UBS Financial Services Inc.; the offering raises net proceeds of ≈ $761,460 for UBS. Because both dealers are UBS affiliates, the deal is a FINRA 5121 conflict-of-interest offering.

Investor suitability: Product targets investors comfortable with (i) single-name equity risk, (ii) contingent income, (iii) potential illiquidity, and (iv) UBS credit exposure. Not appropriate for investors seeking principal protection, guaranteed income, or equity upside participation.

Positive

• 8.68% contingent coupon exceeds current 3-year Treasury and IG yields, offering enhanced income potential.
• 30% downside buffer (coupon barrier and threshold at 70% of initial) provides limited protection before principal is at risk.
• Quarterly automatic-call feature may return capital early with accrued coupon if KHC trades at or above $27.14.

Negative

• Full downside exposure below the $19.00 threshold can lead to 100% principal loss if KHC collapses.
• Coupons are not guaranteed; if KHC closes below barrier on observation dates, income is zero.
• Credit risk of UBS: notes are senior unsecured and subject to Swiss bail-in regime.
• Estimated value $9.62 vs. $10 issue price implies ~3.8% initial mark-to-model discount.
• No listing / limited liquidity; resale may be at substantial discount with wide bid-ask spreads.

Insights

Structured-Product Analyst

TL;DR High 8.68% coupon but capital is at risk below −30%; early call likely if KHC rallies; note trades over UBS credit.

The structure offers attractive headline income versus 3-year IG yields, yet coupons and principal are contingent on two triggers. With KHC’s 30-day implied volatility near mid-teens, the 70% barrier gives modest cushion; however, single-stock risk is higher than broad equity baskets. Automatic call frequency (quarterly after 6 months) means positive KHC momentum could truncate income and reinvestment risk surfaces. Estimated value gap (−$0.38) is within market norms but indicates investors pay ~38 bp per year in embedded fees. UBS senior CDS trades ~55 bp; investors are effectively long UBS credit for three years. Overall, neutral-to-slightly-positive risk-reward for yield-seeking investors aware of tail risk.

Credit & Liquidity Specialist

TL;DR UBS unsecured note with no exchange listing; secondary liquidity uncertain; credit event or FINMA bail-in could impair recoveries.

Because the notes rank pari passu with other UBS senior debt, any deterioration in UBS’s CET1 ratio or litigation exposures (e.g., post-Credit Suisse integration) could widen spreads and depress secondary prices. FINMA restructuring powers allow write-down or conversion, so recovery could be below typical senior debt precedent. Lack of exchange listing means reliance on dealer markets; bid-offer could exceed 2-3% under stress, magnifying mark-to-market volatility. Investors should size positions accordingly and treat as hold-to-maturity paper unless accepting potential liquidity discounts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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)

07/10/2025

(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

Abra Marinvest Inc.

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 2,649,079.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,649,079.00

11

Aggregate amount beneficially owned by each reporting person

2,649,079.00

12

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

13

Percent of class represented by amount in Row (11)

25.82 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y6430L202

1

Name of reporting person

Ioannis Zafirakis

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 2,649,079.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,649,079.00

11

Aggregate amount beneficially owned by each reporting person

2,649,079.00

12

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

13

Percent of class represented by amount in Row (11)

25.82 %

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. 15 (the "Amendment No. 15") 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 March 7, 2024 (the "Schedule 13D"), as amended on March 14, 2024, March 28, 2024, April 29, 2024, June 26, 2024, August 28, 2024, September 18, 2024, October 17, 2024, December 2, 2024, December 20, 2024, February 11, 2025, February 25, 2025, March 11, 2025, April 15, 2025 and June 15, 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. 15 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 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. 15 to the Schedule 13D is being filed on behalf of Ioannis Zafirakis ("Zafirakis"), a citizen of Greece, and Abra Marinvest Inc., a Marshall Islands corporation ("Abra"). Zafirakis and Abra are collectively referred to as the "Reporting Persons" Zafirakis is the owner of all of the issued and outstanding shares of Abra and may be deemed to have beneficial ownership of the Shares beneficially owned by Abra.
(b)	The principal business address for Zafirakis is Pendelis 16, 17564 Palaio Faliro, Athens, Greece. The principal business address for Abra is Poseidonos Ave.13, Alimos, 17455, Athens, Greece.
(d)	To the best of the Reporting Persons' knowledge, the Reporting Persons have 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 Persons' knowledge, 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 1,214 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 Issuer's 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. On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for the Issuer's purchase of the m/t Zeze Start for an aggregate purchase price of $27.0 million from an entity controlled by Zafirakis. On October 15, 2024, the Reporting Persons entered into several share purchase agreements pursuant to which the Reporting Persons sold an aggregate of 7,033 shares of Series D Preferred Stock to various holders for due consideration.
Item 4.	Purpose of Transaction
	Zafirakis 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 Persons acquired the Shares in connection with the Issuer's equity awards and the Series D Preferred Stock in connection with the Distributions and issuances 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 July 10, 2025, the Issuer had 7,611,212 Shares outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares.
(b)	Abra is the record holder of (i) 3,104 shares of Series D Preferred Stock, convertible into an aggregate of 1,904,294 Shares, representing 18.56% of the Issuer's issued and outstanding Shares and (ii) 1,214 shares of Series C Preferred Stock, convertible into an aggregate of 744,785 Shares, representing 7.26% of the Issuer's issued and outstanding Shares, both of which Zafirakis indirectly may be deemed to beneficially own, as the result of his ability to control the vote and disposition of the Shares through his control of Abra. The Reporting Persons are not the direct owners of any Shares of the Issuer as of the date hereof. Therefore, Zafirakis may be deemed to, indirectly, beneficially own 2,649,079 Shares, representing 25.82% of the Issuer's issued and outstanding Shares. The Reporting Persons each have the sole power to vote or direct the vote of 0 shares and have the shared power to vote or direct the vote of 2,649,079 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
	Not applicable.
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.

Abra Marinvest Inc.

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis, Authorized Representative
Date:	07/11/2025

Ioannis Zafirakis

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis
Date:	07/11/2025

FAQ

What is the coupon rate on UBS’s Kraft Heinz-linked notes?

The notes pay a contingent coupon of 8.68% per annum (≈ $0.217 quarterly) when KHC closes at or above the $19.00 barrier.

When can the notes be automatically called by UBS AG?

Starting January 13 2026 (first call observation) and every quarter thereafter, if KHC closes ≥ $27.14 the notes are called at par plus any due coupon.

What downside protection do investors have at maturity?

If not called and KHC closes ≥ $19.00 (70% of initial) on 13 Jul 2028, principal is repaid; below that level investors lose 1-for-1 with KHC.

How does the estimated initial value compare with the issue price?

UBS estimates the initial fair value at $9.62 per $10 note, reflecting fees and hedging costs—about a 3.8% differential.

Are the notes listed on an exchange or ECN?

No. The securities will not be listed; any secondary trading will be on a dealer basis and may be illiquid.

What credit considerations apply to these notes?

Payments depend on UBS AG’s ability to pay. In a FINMA resolution, the notes could be written down or converted to equity.