Sec Form 13D Filing - Abra Marinvest Inc. filing for OceanPal Inc. (OP) - 2024-12-20

The principal business address for Zafirakis is Pendelis 16, 17564 Palaio Faliro, Athens, Greece. The principal business address for Abra is Poseidonos Ave.13, Alimos, 17455, Athens, Greece.

To the best of the Reporting Persons' knowledge, the Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)

To the best of the Reporting Persons' knowledge, the Reporting Persons have not, during the last five years, been 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.

The Reporting Person is a citizen of Greece.

Pursuant to the Issuer's 2021 Equity Incentive Plan, as amended and restated, 3,648 awarded Series C Convertible Preferred Shares (the "Series C Preferred Stock"), have vested, of which the Reporting Persons own 634 shares of the Series C Preferred Stock, and in accordance with their terms, have become convertible at the Reporting Persons' option, giving effect to certain ownership restrictions contained in the Series C Preferred Stock's statement of designation, including that the shares of Series C Preferred Stock shall not be convertible into the Issuers' Shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding Shares.

As partial consideration for the Issuer's purchase of the m/v Baltimore and m/v Melia from Diana Shipping Inc. ("Diana Shipping"), the Issuer issued shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred stock (the "Series D Preferred Stock") to Diana Shipping. Diana Shipping exercised its right to convert shares of the Series D Preferred Stock into shares of the Issuer's Shares in accordance with the Statement of Designations defining the rights, terms and preferences of the Series D Preferred Stock. Diana Shipping distributed on December 15, 2022 and June 9, 2023, respectively, all of the common shares issued upon the conversion of certain shares of Series D Preferred Stock to its common shareholders (other than those electing to receive shares of Series D Preferred Stock) of record as of the respective distribution record dates (the "Record Dates"), on a pro rata basis (both distributions referred to as the "Distributions"). In connection with the Distributions, Diana Shipping allowed its common shareholders of record as of the Record Date to elect to receive the number of shares of Series D Preferred Stock allocable to such shareholder instead of the Shares.

The Reporting Persons, as common shareholders of Diana Shipping as of the Record Dates, elected to receive their Diana Shipping distribution in shares of Series D Preferred Stock. The Reporting Persons may be deemed to have beneficial ownership of Shares through their ownership of Series D Preferred Stock which may be converted into common shares at the Reporting Persons' option, subject to certain ownership restrictions contained in the Series D Preferred Stock's statement of designation, including that shares of the Series D Preferred Stock shall not be convertible into the Issuer's common shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding common Shares.

On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for the Issuer's purchase of the m/t Zeze Start for an aggregate purchase price of $27.0 million from an entity controlled by Zafirakis. On October 15, 2024, the Reporting Persons entered into several share purchase agreements pursuant to which the Reporting Persons sold an aggregate of 7,033 shares of Series D Preferred Stock to various holders for due consideration.

Zafirakis 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 Persons acquired the Shares in connection with the Issuer's equity awards and the Series D Preferred Stock in connection with the Distributions and issuances 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 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.

As of December 18, 2024, the Issuer had 7,504,982 Shares outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares:

Abra is the record holder of (i) 3,104 shares of Series D Preferred Stock, convertible into an aggregate of 2,418,387 Shares, representing 23.22% of the Issuer's issued and outstanding Shares and (ii) 634 shares of Series C Preferred Stock, convertible into an aggregate of 493,961 Shares, representing 4.74% of the Issuer's issued and outstanding Shares, both of which Zafirakis indirectly may be deemed to beneficially own, as the result of his ability to control the vote and disposition of the Shares through his control of Abra. The Reporting Persons are not the direct owners of any Shares of the Issuer as of the date hereof. Therefore, Zafirakis may be deemed to, indirectly, beneficially own 2,912,348 Shares, representing 27.96% of the Issuer's issued and outstanding Shares. The Reporting Persons each have the sole power to vote or direct the vote of 0 shares and have the shared power to vote or direct the vote of 2,912,348 Shares.

Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Persons during the past 60 days.

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 Persons.

Not applicable.

On May 17, 2024, the Issuer entered into a support agreement (the "Support Agreement") with Sphinx Investment Corp. ("Sphinx") pursuant to which the Issuer agreed not to convert, among other securities, preferred shares held by its directors and officers into common shares from the time of the execution of the Support Agreement to the first anniversary thereof.

Exhibit A Joint Filing Agreement (previously filed).