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

Rhea-AI Filing Summary

Eleftherios Papatrifon amended his Schedule 13D to report a change in his convertible holdings in OceanPal Inc. driven by an adjustment to the conversion price of the Issuer's Series C and Series D preferred stock. As of September 30, 2025 the company had 6,696,039 common shares outstanding and the Reporting Person reports beneficial ownership of 1,644,777 common shares, representing 19.72% of the class. Mr. Papatrifon holds 915 Series D preferred shares convertible into 706,891 common shares (8.48%) and 1,214 Series C preferred shares convertible into 937,886 common shares (11.24%). He is a member of the Board and Executive Committee and states his holdings are for investment purposes; conversion rights are subject to ownership restrictions that cap conversions to avoid exceeding 49% ownership.

Insights

Corporate Governance Expert

TL;DR: Director holds a substantial convertible position (19.72%) with governance influence; conversion terms and ownership cap are material to control dynamics.

Mr. Papatrifon’s combined beneficial position, including convertible Series C and D preferred shares, gives him near-20% economic exposure and sole voting power over 1,644,777 shares. As a board and Executive Committee member, this stake confers meaningful influence over strategic decisions. The filing emphasizes that conversion mechanics changed the reported percentage, highlighting that conversion price adjustments and the 49% ownership cap materially affect his ability to convert preferred shares into voting common stock and therefore governance outcomes. For investors, the key governance implication is that a director controls a large, partially contingent stake that could shift depending on conversion elections and any future changes to conversion terms.

Securities/Capital Structure Analyst

TL;DR: Significant convertible holdings create potential dilution and voting concentration; conversion price changes reduced reported ownership percentage.

The Report discloses 915 Series D and 1,214 Series C preferred shares convertible into a combined 1,644,777 common-share equivalent, representing 19.72% of outstanding common as of September 30, 2025. The amendment was filed specifically because a change in conversion price altered the reporting of percentage ownership, which is important for assessing dilution scenarios and control thresholds. The 49% conversion cap in each statement of designation is a notable constraint that limits immediate conversion to majority-controlling levels. No recent transactions in the last 60 days are reported, which narrows near-term changes to the capital structure absent new agreements or market purchases.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

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)

09/30/2025

(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

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 1,644,777.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,644,777.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,644,777.00

12

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

13

Percent of class represented by amount in Row (11)

19.72 %

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. 16 (the "Amendment No. 16") 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, July 24, 2025, August 1, 2025, September 4, 2025 and September 18, 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. 16 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. 16 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 September 30, 2025, the Issuer had 6,696,039 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 706,891 Shares, representing 8.48% of the Issuer's issued and outstanding Shares and (ii) 1,214 shares of Series C Preferred Stock, convertible into an aggregate of 937,886 Shares, representing 11.24% of the Issuer's issued and outstanding Shares. The Reporting Person has the sole power to vote or direct the vote of 1,644,777 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:	10/01/2025