Amendment: SEC Form SC 13D/A filed by OceanPal Inc.

OceanPal Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

Y6430L202

(CUSIP Number)

 

Attn: Mr. Anastasios Margaronis

Pendelis 16, 175 64 Palaio Faliro

Athens, Greece

+ 30-210-9470-100

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

October 15, 2024

(Date of Event Which Requires Filing of this Statement)

CUSIP No.

Y6430L202

 

1.

NAME OF REPORTING PERSONS

 

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

 

 

 

 

Anastasios Margaronis

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[x]

3.

SEC USE ONLY

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

5.

CHECK BOX 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

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

1,170,168

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

1,170,168

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

1,170,168

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

13.49%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

IN

 

 

 

 

 

 

CUSIP No.

Y6430L202

 

1.

NAME OF REPORTING PERSONS

 

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

 

 

 

 

Anamar Investments Inc.

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[x]

3.

SEC USE ONLY

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

Republic of the Marshall Islands

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

1,170,168

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

1,170,168

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

1,170,168

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

13.49%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

CO

 

 

Item 1.

Security and Issuer.

 

 

 

This amended Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”), of OceanPal Inc. (the “Issuer”). The principal executive office and mailing address of the Issuer is Pendelis 26, 175 64 Palaio Faliro, Athens, Greece.

 

 

Item 2.

Identity and Background.

 

 

 

This amended Schedule 13D is being filed on behalf of Anastasios Margaronis (“Margaronis”), a citizen of Greece, and Anamar Investments Inc., a Marshall Islands corporation (“Anamar”). Margaronis and Anamar are collectively referred to as the “Reporting Persons” Margaronis may be deemed to beneficially own all of the issued and outstanding shares of Anamar, as the result of Margaronis’ ability to control the vote and disposition of such shares.

 

The principal business address for the Reporting Persons is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.

 

To the best of the Reporting Persons’ knowledge, the Reporting persons have not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

 

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.

Pursuant to a share purchase agreement dated October 15, 2024 (the "Share Purchase Agreement"), Anamar purchased shares of Series D Preferred Stock from Abra Marinvest Inc. for due consideration.

 

 

Item 4.

Purpose of Transaction.

 

 

 

The Reporting Persons acquired the Shares in connection with the Distributions and Share Purchase Agreement 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 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 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. & b.) As of October 15, 2024, the Issuer had 7,504,982 Shares outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares:

 

 

 

Anamar is the record holder of 1,977 shares of Series D Preferred Stock, convertible into an aggregate of 1,170,168 Shares, representing 13.49% of the Issuer’s issued and outstanding Shares, which Margaronis indirectly may be deemed to beneficially own, as the result of his ability to control the vote and disposition of such entity.

 

 

 

Anamar has the sole power to vote or direct the vote of 0 shares and has the shared power to vote or direct the vote of 1,170,168 Shares. Margaronis has the sole power to vote or direct the vote of 0 Shares and has the shared power to vote or direct the vote of 1,170,168 Shares.

 

 

 

(c.) Except as set forth in this Item 5, 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.

 

 

 

On October 15, 2024, the Issuer entered into a preferred stock conversion agreement (the “Conversion Agreement”) with Anamar (the “Holder”) pursuant to which the Holder, together with its respective affiliates, agree not to exercise, and the Company agrees not to convert, the Holders’ shares of Series D Preferred Stock to the extent that after giving effect to such exercise and conversion the Holder and its affiliates would beneficially own in excess of 14.99% of the Issuers’ shares of common stock immediately outstanding after giving effect to the issuance of shares of common stock issuable upon exercise and conversion of the shares of Series D Preferred Stock.

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

Exhibit A Joint Filing Agreement (previously filed).

October 17, 2024

(Date)

 

 

 

 

 

 

 

Anamar Investments Inc.

 

 

 

 

By

/s/ Anastasios Margaronis

 

 

Anastasios Margaronis

 

 

Principal

 

 

 

 

 

 

 

 

/s/ Anastasios Margaronis

 

 

Anastasios Margaronis