Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
OceanPal Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y6430L202
(CUSIP Number)
Richard M. Brand
Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 3, 2023
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.
| * | 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. |
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).
| CUSIP No. Y6430L202 | 13D |
| 1. |
Names of Reporting Persons Sphinx Investment Corp. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) WC | ||||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. |
Citizenship or Place of Organization Republic of the Marshall Islands | ||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 0 | |||
| 8. |
Shared Voting Power 572,038* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 572,038* | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 572,038* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 7.7%** | ||||
| 14. |
Type of Reporting Person (See Instructions) CO | ||||
* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.
** Based on the 7,448,216 Common Shares stated by the Issuer as being outstanding as at October 17, 2023 in its Form 6-K, filed with the United States Securities and Exchange Commission (the “SEC”) on October 18, 2023 (the “October 2023 6-K”).
| CUSIP No. Y6430L202 | 13D |
| 1. |
Names of Reporting Persons Maryport Navigation Corp. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) AF | ||||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. |
Citizenship or Place of Organization Liberia | ||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 0 | |||
| 8. |
Shared Voting Power 572,038* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 572,038* | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 572,038* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 7.7%** | ||||
| 14. |
Type of Reporting Person (See Instructions) CO | ||||
* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.
** Based on the 7,448,216 Common Shares stated by the Issuer as being outstanding as at October 17, 2023 in its October 2023 6-K.
| CUSIP No. Y6430L202 | 13D
| |
| 1. |
Names of Reporting Persons George Economou | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) AF | ||||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 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 572,038* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 572,038* | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 572,038* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 7.7%** | ||||
| 14. |
Type of Reporting Person (See Instructions) IN | ||||
* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.
** Based on the 7,448,216 Common Shares stated by the Issuer as being outstanding as at October 17, 2023 in its October 2023 6-K.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:
The responses to Items 3 and 4 of Amendment No. 4 to the Initial 13D are incorporated herein by reference.
Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 99.1 | Joint Filing Agreement, dated September 28, 2023, by and among the Reporting Persons.* |
| Exhibit 99.2 | Trading Data |
* Previously filed
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: November 6, 2023 | SPHINX INVESTMENT CORP. | |
| By: Levante Services Limited | ||
| By: | /s/ Kleanthis Costa Spathias | |
Kleanthis Costa Spathias Director | ||
| Date: November 6, 2023 | MARYPORT NAVIGATION CORP. | |
By: Levante Services Limited | ||
| By: | /s/ Kleanthis Costa Spathias | |
Kleanthis Costa Spathias Director | ||
| Date: November 6, 2023 | GEORGE ECONOMOU | |
| By: | /s/ George Economou | |
George Economou | ||