OP OceanPal Inc

CUSIP No.

Y6430L103

 

 

1.

NAME OF REPORTING PERSONS

 

 

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

 

 

 

 

 

Semiramis Paliou

 

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

 

 

 

 

 

0

 

9.

SOLE DISPOSITIVE POWER

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

0

 

12.

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

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

0

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

IN

 

CUSIP No.

Y6430L103

 

 

1.

NAME OF REPORTING PERSONS

 

 

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

 

 

 

 

 

Tuscany Shipping Corp.

 

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

 

 

 

 

 

Marshall Islands

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

8.

SHARED VOTING POWER

 

 

 

 

 

0

 

9.

SOLE DISPOSITIVE POWER

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

0

 

12.

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

 

 

 

[_]

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

0

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

Item 1.

Security and Issuer.

 

 

This 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 Semiramis Paliou (“Paliou”), a citizen of Greece, and Tuscany Shipping Corp., a Marshall Islands corporation (“Tuscany”). Paliou and Tuscany are collectively referred to as the “Reporting Persons.”  Paliou is the owner of all of the issued and outstanding shares of Tuscany, and may be deemed to have beneficial ownership of the Shares beneficially owned by Tuscany.

 

The principal business address for Reporting Persons is Pendelis 26, 175 64 Palaio Faliro, Athens, Greece.

 

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.

 

Tuscany acquired an aggregate of 1,301,827 Shares in connection with the spin-off transaction of the Issuer from Diana Shipping Inc. effected on November 29, 2021, in which Tuscany was a beneficial shareholder of an aggregate of 13,018,276 common shares of Diana Shipping Inc. as of the record date of the spin-off transaction.  In addition, Paliou acquired beneficial ownership of an additional 304,401 Shares in connection with the spin-off transaction through shares of Diana Shipping Inc. held as of the record date of the spin-off transaction by 4 Sweet Dreams S.A. (“4 Sweet Dreams”), an entity wholly-owned by Paliou.  In connection with the spin-off transaction, each shareholder of Diana Shipping Inc. received one common share of the Issuer for each 10 common shares of Diana Shipping Inc. that it held as of the record date.  Any fractional shares were rounded up to the nearest whole share.

On January 25, 2022, Tuscany sold all of its 1,301,827 Shares and 4 Sweet Dreams S.A. sold all of the 304,401 Shares that it owned, respectively, in an underwritten offering on Form F-1 (Registration No. 333-262129) pursuant to an Underwriting Agreement dated January 20, 2022 between OceanPal Inc., Tuscany, 4 Sweet Dreams, Abra Marinvest Inc., and Maxim Group LLC., and accordingly, neither Tuscany nor 4 Sweet Dreams remains the beneficial owner of any Shares.

Item 4.

Purpose of Transaction.

 

 

 

 

 

Paliou is a director and the Chairperson of the Board of Directors and 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 Persons acquired the Shares in connection with the spin-off transaction 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 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 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 a result of the sale of the Shares as described in Item 3, above, neither Tuscany nor 4 Sweet Dreams are deemed to be the beneficial owner of any Shares.

 

(c.) Except as described in Item 3, above, no transactions in the Shares were effected by the persons enumerated in Item 2 during the past 60 days.

 

(d.) Not applicable.

 

(e.) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

In connection with the spin-off transaction effected on November 29, 2021, Tuscany, 4 Sweet Dreams and certain other shareholders of the Issuer entered into a registration rights agreement, pursuant to which the Issuer agreed to register on a resale registration statement under the Securities Act of 1933, as amended, the common shares of the Issuer held by Tuscany, 4 Sweet Dreams  and the other shareholders.

 

Item 7.

Material to be Filed as Exhibits.

 

 

Exhibit A.       Joint Filing Agreement dated December 10, 2021 among the Reporting Persons was previously filed as an exhibit to the Reporting Persons’ initial Schedule 13D.

 

February 2, 2022

 

 

(Date)

 

 

 

 

 

Tuscany Shipping Corp.

By

 

/s/ Semiramis Paliou

 

 

Semiramis Paliou

Authorized Representative

 

 

 

 

 

 

/s/ Semiramis Paliou

 

 

Semiramis Paliou*