OP OceanPal Inc

CUSIP No. Y6430L103

CUSIP No. Y6430L103

Item 1.

OceanPal, Inc. (the “Issuer”)

c/o Steamship Shipbroking Enterprises Inc., Pendelis 26, 175 64 Palaio Faliro, Athens, Greece

Item 2.

1st Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey GY1 1DB

Place of Organization: Cayman Islands

1st Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey GY1 1DB

Place of Organization: Guernsey

Common Stock, $0.01 par value per share (“Common Stock”)

Y6430L103

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:

Not applicable.

Item 4. Ownership.

Please refer to items 5-9 of the cover pages attached hereto for the amounts beneficially owned by the reporting persons as of January 21, 2022 and February 24, 2022.

Paralos Asset Management Ltd. serves as the investment manager of Paralos Master Fund, and may be deemed to have shared voting control and investment discretion over the shares of Common Stock owned by Paralos Master Fund.

The foregoing should not be construed in and of itself as an admission by Paralos Asset Management Ltd. to beneficial ownership of the securities owned by Paralos Master Fund.

Please refer to item 11 of the cover pages attached hereto

Please refer to items 5-8 of the cover pages attached hereto

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

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.

SIGNATURES

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.

EXHIBIT INDEX

EXHIBIT A

Joint Filing Agreement

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

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