OceanPal Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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Y6430L202
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(CUSIP Number)
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Attn: Ms. Margarita Veniou
Pendelis 26, 175 64 Palaio Faliro
Athens, Greece
+ 30-210-9485-360
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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September 30, 2023
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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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).
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CUSIP No.
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Y6430L202
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Eleftherios Papatrifon
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[x]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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159,154
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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159,154
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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159,154
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.02%
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14.
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TYPE OF REPORTING PERSON
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IN
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Item 1.
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Security and Issuer.
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This Amendment No. 1 to the Schedule 13D relates to the Shares of the Issuer. The principal executive office and mailing address of the Issuer is Pendelis
26, 175 64 Palaio Faliro, Athens, Greece.
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Item 2.
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Identity and Background.
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This Schedule 13D is being filed on behalf of Eleftherios Papatrifon (the “Reporting Person”), a citizen of Greece.
The principal business address for the Reporting Person is Pendelis 16, 17564 Palaio Faliro, Athens, Greece.
To the best of the Reporting Person’s knowledge, the Reporting Person has 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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There are no material changes to the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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There are no material changes to the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a. & b.) As of September 30, 2023, the Issuer had 3,798,742 Shares outstanding. Based on the foregoing, the Reporting Person reports beneficial
ownership of the following Shares:
The Reporting Person is the record holder of (i) 202 shares of Series D Preferred Stock, convertible into an aggregate of 85,960 Shares, representing 2.17%
of the Issuer’s issued and outstanding Shares and (ii) 172 shares of Series C Preferred Stock, convertible into an aggregate of 73,194 Shares, representing 1.85% of the Issuer’s issued and outstanding Shares. The Reporting Person has the sole
power to vote or direct the vote of 159,154 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.) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Not applicable.
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Item 7.
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Material to be Filed as Exhibits.
Not applicable.
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October 6, 2023
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(Date)
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/s/ Eleftherios Papatrifon
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Eleftherios Papatrifon
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