Form SCHEDULE 13D/A DIANA SHIPPING INC. Filed by: Tuscany Shipping Corp.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
DIANA SHIPPING INC. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
Y2066G104 (CUSIP Number) |
Ms. Maria Dede Pendelis 16, Palaio Faliro Athens, J3, 175 64 30-210-9470-100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/25/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | Y2066G104 |
| 1 |
Name of reporting person
Semiramis Paliou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,809,560.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | Y2066G104 |
| 1 |
Name of reporting person
Tuscany Shipping Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,172,859.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Y2066G104 |
| 1 |
Name of reporting person
4 Sweet Dreams S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,636,701.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
DIANA SHIPPING INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
Pendelis 16, Palaio Faliro, Athens,
GREECE
, 175 64. | |
Item 1 Comment:
This Amendment No. 5 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"). This Amendment No. 5 to the Schedule 13D is being filed to report a change in the Reporting Persons ownership percentage in the Issuer. Item 3 of the Schedule 13D is hereby amended and Item 5(a)-(e) of the Schedule 13D is hereby amended and restated as follows. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 14, 2023, the Issuer distributed a dividend to all shareholders as of the record date, December 6, 2023 (the "Warrant Distribution"). The Issuer distributed one-fifth of a Warrant for each issued and outstanding Common Share. The Reporting persons received 3,527,501 warrants in the Warrant Distribution which entitles them to 5,931,386 shares of common stock issuable upon the exercise of the warrants.
On February 25, 2026, 2,960,746 Shares were granted to 4 Sweet Dreams S.A. pursuant to the Issuer's Equity Incentive Plan.
The Shares beneficially owned by the Reporting Persons also include Shares issued by way of Issuer Equity Incentive Plan grants and stock dividends issued to the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of March 12, 2026, the Issuer had 123,539,757 Shares outstanding. The following persons report beneficial ownership of the following Shares. | |
| (b) | Tuscany may be deemed to beneficially own 18,172,859 Shares, representing 14% of the Issuer's issued and outstanding Shares, which Paliou indirectly may be deemed to beneficially own, as the result of her ability to control the vote and disposition of such entity. 4 Sweet Dreams S.A. ("4 Sweet Dreams") may be deemed to beneficially own 9,636,701 Shares representing 7.5% of the Issuer's issued and outstanding Shares, which Paliou indirectly may be deemed to beneficially own, as the result of her ability to control the vote and disposition of such entity. Therefore, Paliou may be deemed to, indirectly, beneficially own 27,809,560 Shares, representing 21.5% of the Issuer's issued and outstanding shares.
Tuscany 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 18,172,859 Shares. 4 Sweet Dreams 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 9,636,701 Shares. Therefore, Paliou 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 27,809,560 Shares. | |
| (c) | Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Persons 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 Persons. | |
| (e) | 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.
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