Form SCHEDULE 13D/A OceanPal Inc. Filed by: Papatrifon Eleftherios
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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OceanPal Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Ms. Rabbina Aziz 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) |
07/31/2026 (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. |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,529.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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. 18 (the "Amendment No. 18") 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, September 18, 2025, October 1, 2025 and October 30, 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. 18 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 and Series D 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 and Series D Preferred Stock's statements of designation, together the "Statements of Designation" and a Shareholder Covenant Agreement) as a result of the Reporting Person's disposition of all his shares of Series C Preferred Stock and Series D Preferred Stock.
This Amendment No. 18 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.
Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged in this Amendment No. 24, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D, as amended. | ||
| Item 4. | Purpose of Transaction | |
On December 1, 2025, the Reporting Persons sold all his shares of Series D Preferred Stock to the Issuer pursuant to a promissory note. On July 31, 2026, the Reporting Person transferred all his Series C Preferred Stock to the Issuer for cancellation. Following such transactions, the Reporting Person no longer beneficially owns any Series C Preferred Stock or Series D Preferred Stock of the Issuer.
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 July 31, 2026, the Issuer had 1,875,816 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 23,529 shares of common stock, representing 1.25% of the Issuer's issued and outstanding Shares. The Reporting Person has the sole power to vote or direct the vote of 23,529 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) | As of July 31, 2026, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the outstanding Common Stock of Issuer. The filing of this Amendment No. 18 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. | |
| 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.
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