Amendment: SEC Form SCHEDULE 13D/A filed by OceanPal Inc.
$OP
Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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OceanPal Inc. (Name of Issuer) |
Common Shares, par value $0.01 per share (Title of Class of Securities) |
Y6430L202 (CUSIP Number) |
Kleanthis Costa Spathias c/o Levante Services Limited, Leoforos Evagorou 31, 2nd Fl., Office 21 Nicosia, G4, 1066 30 210 8090429 Richard Brand, Kiran Kadekar White & Case LLP, 1221 Avenue of the Americas New York, NY, 10022 (212) 819-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/04/2025 (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
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| CUSIP No. | Y6430L202 |
| 1 |
Name of reporting person
Sphinx Investment Corp. | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. Based on 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.
SCHEDULE 13D
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| CUSIP No. | Y6430L202 |
| 1 |
Name of reporting person
Maryport Navigation Corp. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LIBERIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. Based on 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.
SCHEDULE 13D
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| CUSIP No. | Y6430L202 |
| 1 |
Name of reporting person
Economou George | ||||||||
| 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)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. Based on 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.01 per share | |
| (b) | Name of Issuer:
OceanPal Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Steamship Shipbroking Enterprises Inc., Pendelis 26, Palaio Faliro, Athens,
GREECE
, 175 64. | |
Item 1 Comment:
This Amendment No. 13 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on September 28, 2023, as amended and supplemented by Amendment No. 1 to Schedule 13D on October 4, 2023, Amendment No. 2 to Schedule 13D on October 6, 2023, Amendment No. 3 to Schedule 13D on October 18, 2023, Amendment No. 4 on November 6, 2023, Amendment No. 5 on December 5, 2023, Amendment No. 6 on December 15, 2023, Amendment No. 7 on January 5, 2024, Amendment No. 8 on January 23, 2024, Amendment No. 9 on February 26, 2024, Amendment No. 10 on March 15, 2024, Amendment No. 11 on April 26, 2024 and Amendment No. 12 on May 15, 2024 (the "Initial 13D", and the Initial 13D as further amended and supplemented by this Amendment, the "Schedule 13D") by the Reporting Persons, relating to the common shares, par value $0.01 per share (the "Common Shares"), of OceanPal Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Issuer"). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Initial 13D.
As set forth below, as a result of the transactions described herein, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
As a result of (i) the issuance by the Issuer of a significant number of additional shares of Common Stock in connection with a July 22, 2025 Common Stock and warrant offering and (ii) the effectuation by the Issuer of a 1:25 reverse stock split on or about August 25, 2025, among other things, the percentage of shares of Common Stock beneficially owned by the Reporting Persons decreased below 5% and the 1,050,505 shares of Common Stock beneficially owned by the Reporting persons prior to the reverse stock split was transformed into 42,020 shares of Common Stock. On September 4, 2025, the Reporting Persons disposed of 42,016 of such shares of Common Stock on the open market. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Initial 13D is hereby amended and restated as set forth below:
"The Reporting Persons each may be deemed to beneficially own all of the 4 Common Shares (the "Subject Shares") reported herein, which represent approximately 0.0% of Issuer's outstanding Common Shares, based on the 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.
Sphinx has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 4 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 4 Common Shares.
Maryport has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 4 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 4 Common Shares.
Mr. Economou has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 4 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 4 Common Shares." | |
| (b) | The response to (a) above is incorporated herein by reference. | |
| (c) | Other than as described herein or on Exhibit 99.2 (as amended and restated and filed herewith), which is incorporated herein by reference, no transactions of Common Shares were effected by the Reporting Persons during the past 60 days. | |
| (e) | As a result of the transactions effected by the Issuer that are described in Item 4, on July 22, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Common Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated September 28, 2023, by and among the Reporting Persons.*
99.2 Trading Data
* 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.
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