Amendment: SEC Form SCHEDULE 13G/A filed by OceanPal Inc.
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Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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OceanPal Inc. (Name of Issuer) |
Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) |
Y6430L202 (CUSIP Number) |
04/11/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | Y6430L202 |
| 1 | Names of Reporting Persons
Simeon Palios | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,226,452.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | Y6430L202 |
| 1 | Names of Reporting Persons
Taracan Investments S.A | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,211.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | Y6430L202 |
| 1 | Names of Reporting Persons
Limon Compania Financiera S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
715,241.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: On October 15, 2024, the Issuer entered into a preferred stock conversion agreement (the "Conversion Agreement") with Limon Compania and Taracan (the "Holders") pursuant to which the Holders, together with their 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 Holders and their 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.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OceanPal Inc. | |
| (b) | Address of issuer's principal executive offices:
Pendelis 26, 175 64 Palaio Faliro, Athens, Greece | |
| Item 2. | ||
| (a) | Name of person filing:
Mr. Simeon Palios ("Palios")
Taracan Investments S.A. ("Taracan")
Limon Compania Financiera S.A. ("Limon Compania", together with Palios and Taracan, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each filer is:
c/o Pendelis 16, 175 64 Palaio Faliro, Athens, Greece | |
| (c) | Citizenship:
Greece
Republic of the Marshall Islands | |
| (d) | Title of class of securities:
Common Stock, Par Value $0.01 Per Share | |
| (e) | CUSIP No.:
Y6430L202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mr. Simeon Palios: 2,226,452
Taracan Investments S.A.: 1,511,211
Limon Compania Financiera S.A.: 715,241 | |
| (b) | Percent of class:
Mr. Simeon Palios: 14.99%
Taracan Investments S.A.: 14.99%
Limon Compania Financiera S.A.: 8.70 % | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Simeon Palios: 0
Taracan Investments S.A.: 0
Limon Compania Financiera S.A.: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Simeon Palios: 2,226,452
Taracan Investments S.A.: 1,511,211
Limon Compania Financiera S.A.: 715,241 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Simeon Palios: 0
Taracan Investments S.A.: 0
Limon Compania Financiera S.A.: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Simeon Palios: 2,226,452
Taracan Investments S.A.: 1,511,211
Limon Compania Financiera S.A.: 715,241 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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