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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment )*
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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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Y6430L103
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(CUSIP Number)
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Attn: Mr. Anastasios Margaronis
Pendelis 16, 175 64 Palaio Faliro
Athens, Greece
+ 30-210-9470-100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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December 10, 2021
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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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Y6430L103
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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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Anastasios Margaronis
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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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0
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8.
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SHARED VOTING POWER
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136,117
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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136,117
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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136,117
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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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1.5
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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Y6430L103
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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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Anamar Investments Inc.
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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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Republic of the Marshall Islands
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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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0
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8.
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SHARED VOTING POWER
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136,117
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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136,117
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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136,117
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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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1.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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Item 1.
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Security and Issuer.
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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.
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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 Anastasios Margaronis (“Margaronis”), a citizen of Greece, and Anamar Investments Inc, a Marshall Islands corporation (“Anamar”). Margaronis and Anamar are
collectively referred to as the “Reporting Persons.” Margaronis may be deemed to beneficially own all of the issued and outstanding shares of Anamar, as the result of Margaronis’ ability to control the vote and disposition of such shares.
The principal business address for Reporting Persons is Pendelis 16, 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Anmar acquired an aggregate of 788,813 Shares in connection with the spin-off transaction of the Issuer from Diana Shipping Inc., in which Anmar was a beneficial shareholder of an aggregate of 7,888,131 common
shares of Diana Shipping Inc. as of the record date for the spin-of transaction. 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.
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Item 4.
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Purpose of Transaction.
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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 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.
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Item 5.
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Interest in Securities of the Issuer.
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(a. & b.) As of December 10, 2021, the Issuer had 136,117 Shares outstanding. Based on the foregoing, the following persons report beneficial ownership of the following Shares:
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Anmar is the record holder of 136,117 Shares, representing 1.5% of the Issuer’s issued and outstanding Shares, which Anamar indirectly may be deemed to beneficially own, as the result of her ability to
control the vote and disposition of such entity.
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Anmar has the sole power to vote or direct the vote of 0 shares and has the shared power to vote or direct the vote of 136,117 Shares. Therefore, Margaronis has the sole power to vote or direct the vote of 0
Shares and has the shared power to vote or direct the vote of 136,117 Shares.
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(c.)The Reporting Persons sold an aggregate of 652,696 of the Issuer’s common shares on between November 30 and December 9 at prices ranging between $2.74 and $12.00. Except as otherwise disclosed herein, no
transactions in the Shares were effected by the persons enumerated in Item 2 during the past 60 days.
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(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
Persons.
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(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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N/A
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A
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Joint Filing Agreement dated December 10, 2021 among the Reporting Persons
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SIGNATURE
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.
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December 13, 2021
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(Date)
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Anamar Investments Inc
By
/s/ Anastasios Margaronis
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Anastas
ios Margaronis
Principal
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/s/ Anastasios Margaronis
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Anastasios Margaronis
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D, dated December 13, 2021, and any further amendment thereto, relating to the Common Stock, par value $0.01, of OceanPal Inc. shall be filed on behalf of
the undersigned.
December 13, 2021
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(Date)
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Anamar Investments Inc.
By
/s/ Anastasios Margaronis
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Anastasios Margaronis
Authorized Representative
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/s/ Anastasios Margaronis
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Anastasios Margaronis
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