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

Rhea-AI Filing Summary

Amendment No. 4 to Schedule 13D updates the position of Diana Shipping Inc. in OceanPal Inc. (OP).

• Diana Shipping now holds 3,649,474 common shares plus 207 Series C preferred shares that are convertible, giving beneficial ownership of 3,789,348 shares.
• With 18,586,812 common shares outstanding, the economic stake equals 20.24 %; all voting and dispositive power is sole.
• The percentage fell versus prior filings because OceanPal’s share count rose and the Series C conversion price changed; no share sales were disclosed.
• Diana Shipping additionally owns 500,000 preferred voting shares that can deliver up to 34 % of total shareholder votes, limited to 49 % when combined with affiliates.
• The investment originated from a spin-off; the reporting person may buy, sell or convert further securities based on market and strategic factors.

No new contracts, legal actions, or other material items were reported.

Positive

• Diana Shipping continues to hold a significant 20.24 % economic stake, demonstrating ongoing strategic commitment to OceanPal.
• Preferred voting shares provide up to 34 % voting power, ensuring continuity and potential stability in corporate decision-making.

Negative

• Ownership percentage declined owing to dilution, reducing economic alignment with minority shareholders.
• Concentrated voting power (up to 49 % with affiliates) may limit influence of other shareholders.

Insights

Securities Analyst

TL;DR: Stake drops to 20.24 %, but control influence endures through preferred voting shares.

The filing signals modest dilution rather than divestment—Diana Shipping’s share count is unchanged, yet OceanPal’s outstanding shares increased, lowering ownership from prior levels. The 20 % economic stake still represents a blocking position for many corporate actions. Preferred voting shares capable of casting up to 34 % of all votes (capped at 49 % with affiliates) preserve significant control leverage. The amendment carries neutral valuation impact: no cash changes hands and no intent to dispose is stated, yet governance dynamics remain concentrated.

Corporate Governance Expert

TL;DR: Governance remains tightly held despite lower economic stake.

Although Diana Shipping’s percentage ownership fell, its voting structure—500 k preferred voting shares plus common stock—allows it to influence or block shareholder proposals. Minority investors should note the 49 % vote cap, which prevents outright majority but still affords practical control. The disclosure that the holder may trade or convert shares introduces future uncertainty, but no immediate governance changes are announced. Overall, material yet impact-neutral for power balance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

OceanPal Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

Y6430L202

(CUSIP Number)

Mr. Ioannis Zafirakis
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)

07/22/2024

(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

DIANA SHIPPING 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)

WC

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 3,789,348.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,789,348.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,789,348.00

12

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

13

Percent of class represented by amount in Row (11)

20.24 %

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. 4 (the "Amendment No. 4") 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 January 6, 2023 (the "Schedule 13D") as amended on March 2, 2023, October 6, 2023 and October 17, 2023 filed by the Reporting Persons (as defined below) relating to the shares of common stock, par value $0.01 per share (the "Shares"), of OceanPal Inc. (the "Issuer"). This Amendment No. 4 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 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 statements of designation, 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 conversion price.
Item 2.	Identity and Background
(a)	This Amendment No. 4 to the Schedule 13D is being filed on behalf of Diana Shipping Inc., a Marshall Islands corporation ("Diana Shipping"). Diana Shipping is referred to as the "Reporting Person."
(b)	The principal business address of the Reporting Person is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	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 incorpoated in the Marshall Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	In connection with a spin-off transaction, Diana Shipping acquired 10,000 shares of the Issuer's Series C Preferred Stock, which in accordance with their terms have become convertible at Diana Shipping's option. On October 17, 2023, Diana Shipping has exercised its option to convert 9,793 shares of the Issuer's Series C Preferred Stock and as a result of such conversion is the record and beneficial holder of 3,649,474 Shares.
Item 4.	Purpose of Transaction
	The Reporting Person acquired shares of the Series C Preferred Stock in connection with the spin-off transaction and solely for investment purposes. The Reporting Person, at any time and from time to time, may acquire additional Shares or other securities of the Issuer, 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, the remaining shares of Series C Preferred Stock held by the Reporting Person or the Shares held by the Reporting Person into which Series C Preferred Stock may be converted, that it owns depending upon an ongoing evaluation of its investment in the shares of the Series C Preferred Stock, 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.
Item 5.	Interest in Securities of the Issuer
(a)	As of July 22, 2025, the Issuer had 18,586,812 Shares outstanding after giving effect to the Reporting Person's conversion of the Series C Preferred Stock. Based on the foregoing, the Reporting Person reports beneficial ownership of the following Shares.
(b)	Diana Shipping is the record holder of 3,649,474 Shares representing 19.63% of the Issuer's issued and outstanding Shares and 207 shares of Series C Preferred Stock convertible into Shares representing, in the aggregate with the Shares or other securities conveying beneficial ownership of the Shares then held by Diana Shipping, 20.24% of the Issuer's issued and outstanding Shares. As a result of Diana Shipping's ownership of the Shares reported herein and the remaining shares of Series C Preferred Stock, Diana Shipping has the sole power to vote or direct the vote of 3,789,348 Shares and has the shared power to vote or direct the vote of 0 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
	The Reporting Person also owns 500,000 of additional preferred voting shares of the Issuer that convey the right to cast a number of votes for all matters on which shareholders of the Issuer may vote equal to up to 34% of the total number of votes entitled to be cast by the Issuer's shareholders on such matter, provided that to the extent such voting power, together with any affiliate of the Reporting Person, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Issuers' shareholders, the number of votes shall be automatically reduced so that the Reporting Person's aggregate voting power, together with its affiliates, is not more than 49%.
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.

DIANA SHIPPING INC.

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis, Authorized Representative
Date:	07/25/2025

FAQ

How many OceanPal (OP) shares does Diana Shipping now own?

Diana Shipping reports 3,789,348 beneficially owned shares, including common and convertible preferred stock.

What is Diana Shipping’s percentage ownership of OceanPal after this amendment?

Its stake is 20.24 % of the 18,586,812 common shares outstanding.

Why did the ownership percentage change if the share count stayed similar?

The decline resulted from an increase in OceanPal’s outstanding shares and a changed Series C conversion price, not share sales.

How much voting power can Diana Shipping exercise?

Through 500,000 preferred voting shares, it can cast votes equal to up to 34 % of total votes, capped at 49 % with affiliates.

Does Diana Shipping plan to buy or sell additional OceanPal securities?

The filing states it may acquire or dispose of shares based on market conditions and strategic considerations.