Filing Details

CUSIP No.

Y2066G104

 

 

1.

NAME OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

 

 

Semiramis Paliou

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

[  ]

 

 

(b)

[x]

3.

SEC USE ONLY

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 

[  ]

 

 

 

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

 

 

16,883,779

 

9.

SOLE DISPOSITIVE POWER

 

0

 

10.

SHARED DISPOSITIVE POWER

 

 

 

16,883,779

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

16,883,779

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES*

[  ]

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

15.86%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

IN

 

CUSIP No.

Y2066G104

 

 

1.

NAME OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

 

 

Tuscany Shipping Corp.

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

[  ]

 

 

(b)

[x]

3.

SEC USE ONLY

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[  ]

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Marshall Islands

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

7.

SOLE VOTING POWER

 

 

0

 

8.

SHARED VOTING POWER

 

 

13,018,276

 

9.

SOLE DISPOSITIVE POWER

 

0

 

10.

SHARED DISPOSITIVE POWER

 

 

 

13,018,276

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

13,018,276

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES*

[  ]

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

12.23%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

Item 1.

Security and Issuer.

 

This Amendment No. 2 to Schedule 13D (the “Schedule 13D”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of Diana Shipping Inc. (the “Issuer”). The principal executive office and mailing address of the Issuer is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. 

Item 2.

Identity and Background.

 

 

This Schedule 13D is being filed on behalf of Semiramis Paliou (“Paliou”), a citizen of Greece, and Tuscany Shipping Corp., a Marshall Islands corporation (“Tuscany”). Paliou and Tuscany are collectively referred to as the “Reporting Persons.” Paliou is the owner of all of the issued and outstanding shares of Tuscany, and may be deemed to have beneficial ownership of the Shares beneficially owned by Tuscany.

 

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.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

Tuscany acquired Shares from Taracan Investments S.A., a Marshall Islands corporation, which at that time was controlled by Mr. Simeon Palios (“Taracan”) pursuant to the Contribution Agreement dated September 28, 2020, by and between Taracan and Tuscany in a private transaction, resulting in Tuscany directly acquiring all such Shares. Mr. Simeon Palios subsequently transferred all of his interest in Tuscany to Paliou on September 28, 2020.

Item 4.

Purpose of Transaction.

 

 

Paliou, the Chief Executive Officer of the Issuer, 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, 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.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

 

On January 31, 2019, the Issuer issued 10,675 shares of its newly-designated Series C Preferred Stock, par value $0.01 per share, to Taracan, which have been contributed to Tuscany, as described above.

 

The Series C Preferred Stock will vote with the Shares of the Issuer, and each share of the Series C Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Issuer. Through her beneficial ownership of Shares and shares of Series C Preferred Stock of the Issuer, Paliou will control 26.6% of the vote of any matter submitted to the vote of the stockholders of the Issuer.

 

The Series C Preferred Stock has no dividend or liquidation rights and cannot be transferred without the consent of the Issuer except to the holder's affiliates and immediate family members. The issuance of shares of Series C Preferred Stock was approved by an independent committee of the Board of Directors of the Issuer, which received a fairness opinion from an independent third party that the transaction was fair from a financial point of view to the Issuer.

 

Pursuant to the Contribution Agreement dated as of September 28, 2020 (the “Contribution Agreement”), between Tuscany and Taracan Investments S.A., a Marshall Islands corporation (“Taracan”), Tuscany acquired 14,525,730 Shares and 10,675 shares of Series C Preferred Stock of the Issuer (the “Series C Preferred Stock”) from Taracan, in exchange for 999 shares of common stock of Tuscany, and may be deemed to have beneficial ownership of such Shares and Series C Preferred Stock. The Contribution Agreement was filed as Exhibit B to Amendment No. 1 to Schedule 13D.

 

On June 22, 2021, the Issuer issued 400 shares of its newly-designated Series D Preferred Stock, par value $0.01 per share, to Tuscany. The Series D Preferred Stock has no dividend or liquidation rights. The Series D Preferred Stock will vote with the Shares of the Issuer, and each share of the Series D Preferred Stock shall entitle the holder thereof to up to 100,000 votes, on all matters submitted to a vote of the stockholders of the Issuer, subject to a maximum number of votes eligible to be cast by such holder derived from the Series D Preferred Shares and any other voting security of the Issuer held by the holder to be equal to the lesser of (i) 36% of the total number of votes entitled to vote on any matter put to shareholders of the Issuer and (ii) the sum of the holder’s aggregate voting power derived from securities other than the Series D Preferred Stock and 15% of the total number of votes entitled to be cast on matters put to shareholders of the Issuer. The Series D Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons.  The issuance of shares of Series D Preferred Stock to Tuscany was approved by an independent committee of the Board of Directors of the Issuer, which received a fairness opinion from an independent third party that the transaction was fair from a financial point of view to the Issuer.

 

 

 

Tuscany Shipping Corp.

By /s/ Semiramis Paliou

Semiramis Paliou

Authorised Representative

 

 

Semiramis Paliou