Diana Shipping (DSX) SC 13D/A OceanPal / DIANA SHIPPING ownership change

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.2)*

OceanPal Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

Y6430L202

(CUSIP Number)

Attn: Mr. Ioannis Zafirakis

Pendelis 26, 175 64 Palaio Faliro

Athens, Greece

+ 30-210-9485-360

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

September 30, 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 ss.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 § 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
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Diana Shipping Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)	[_]
		(b)	[x]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		[_]
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
	3,649,772
8.	SHARED VOTING POWER
	-0-
9.	SOLE DISPOSITIVE POWER
	3,649,772
10.	SHARED DISPOSITIVE POWER
	-0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,649,772
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
			[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49%
14.	TYPE OF REPORTING PERSON
	CO

EXPLANATORY NOTE

This Amendment No. 2 (the “Amendment No. 2”) to the Schedule 13D amends the statement on Schedule 13D that was originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 6, 2023 (the “Schedule 13D”) as amended by Amendment No. 1 filed with the Commission on March 2, 2023 filed by the Reporting Persons (as defined below) related to the shares of common stock, par value $0.01 per share (the “Shares”), of OceanPal Inc. (the “Issuer”).

This Amendment No. 2 is being filed to report a decrease in the ownership of the number of Shares that the Reporting Persons may be deemed to beneficially own though its ownership of the Issuer’s Series C Preferred Stock which may be converted into Shares of the Issuer at the Reporting Person’s option (subject to certain ownership restrictions contained in the Series C Preferred Stock statement of designation as a result of an (i) increase in the Conversion Price set forth in the Series C Preferred Stock statement of designation and (ii) an increase in the number of issued and outstanding Shares of the Issuer as a result of the exercise of certain private placement warrants since the date of the Schedule 13D.

Item 1.	Security and Issuer.
	This Amendment No. 2 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.
Item 2.	Identity and Background.
	This Amendment No. 2 to the Schedule 13D is being filed on behalf of Diana Shipping Inc., a Marshall Islands corporation (“Diana Shipping”). Diana Shipping is referred to as the “Reporting Person.” The principal business address of the Reporting Person is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. 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.
Item 3.	Source and Amount of Funds or Other Consideration.
	In connection with a spin-off transaction, Diana Shipping acquired 10,000 shares of the Issuer’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”), which in accordance with their terms have become convertible into an aggregate of 3,649,772 Shares of the Issuer at Diana Shipping’s option.
Item 4.	Purpose of Transaction.
	The Reporting Person acquired shares of the Series C Preferred Stock in connection with the spin-off transaction and solely for investment purposes. The Reporting Person, at any time and from time to time, may acquire additional Shares or other securities of the Issuer, 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 of Series C Preferred Stock or Shares into which Series C Preferred Stock may be converted, that it owns depending upon an ongoing evaluation of its investment in the shares of the Series C Preferred Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Person further reserves 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.

Item 5.	Interest in Securities of the Issuer.
	(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: Diana Shipping is the record holder of 10,000 shares of Series C Preferred Stock convertible into an aggregate of 3,649,772 Shares as of the date hereof, representing 49% of the Issuer’s issued and outstanding Shares after giving effect to the limitations included in the Series C Preferred Stock statement of designation which limits the conversion of any such Series C Preferred Stock to the extent it would result in the Reporting Person becoming the beneficial owner of more than 49% of the total issued and outstanding Shares. The Reporting Person is not the direct owner of any Shares of the Issuer as of the date hereof. As a result of such ownership limitations, Diana Shipping has the sole power to vote or direct the vote of 3,649,772 Shares and has the shared power to vote or direct the vote of 0 Shares. Diana Shipping previously owned 13,157 shares of Series D Preferred Stock of the Issuer (the “Series D Preferred Stock”). Diana Shipping exercised its right to convert the shares of Series D Preferred Stock into shares of the Issuer’s Shares in accordance with the statement of designation defining the rights, terms and preferences of the Series D Preferred Stock. On June 9, 2023, Diana Shipping distributed all of the common shares issued upon the conversion of the 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 distribution record date, on a pro rata basis. In connection with the distribution, Diana Shipping allowed its common shareholders of record to elect to receive the number of shares of Series D Preferred Stock allocable to such shareholder instead of the 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	The Reporting Person also owns 500,000 of additional preferred voting shares of the Issuer that convey the right to cast a number of votes for all matters on which shareholders of the Issuer may vote equal to up to 34% of the total number of votes entitled to be cast by the Issuer’s shareholders on such matter, provided that to the extent such voting power, together with any affiliate of the Reporting Person, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Issuers’ shareholders, the number of votes shall be automatically reduced so that the Reporting Person’s aggregate voting power, together with its affiliates, is not more than 49%.
Item 7.	Material to be Filed as Exhibits.
	Not Applicable.

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.

October 6, 2023
(Date)
Diana Shipping Inc.
By:	/s/ Ioannis Zafirakis
	Ioannis Zafirakis
	Authorized Representative

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).