<SEC-DOCUMENT>0001014708-14-000002.txt : 20140807
<SEC-HEADER>0001014708-14-000002.hdr.sgml : 20140807
<ACCEPTANCE-DATETIME>20140807171840
ACCESSION NUMBER:		0001014708-14-000002
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140807
DATE AS OF CHANGE:		20140807

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OVERSEAS SHIPHOLDING GROUP INC
		CENTRAL INDEX KEY:			0000075208
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				132637623
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30797
		FILM NUMBER:		141024860

	BUSINESS ADDRESS:	
		STREET 1:		1301 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2122511153

	MAIL ADDRESS:	
		STREET 1:		1301 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CAXTON INTERNATIONAL LTD
		CENTRAL INDEX KEY:			0001014708
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O PRIME MANAGEMENT LIMITED
		STREET 2:		MECHANICS BLDG, 12 CHURCH STREET
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM11
		BUSINESS PHONE:		212-593-7700

	MAIL ADDRESS:	
		STREET 1:		C/O PRIME MANAGEMENT LIMITED
		STREET 2:		MECHANICS BLDG, 12 CHURCH STREET
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM11
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>OSGIQ13dAmend.txt
<DESCRIPTION>OVERSEAS SHIPHOLDING GRP INC 13D AMENDMENT
<TEXT>
                         UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                         SCHEDULE 13D
                        (Rule 13d-101)

            Under the Securities Exchange Act of 1934
                      (Amendment No.  1)*

                Overseas Shipholding Group, Inc.
			(Name of Issuer)

	   Class A Common Stock, par value $.01 per share
		   (Title of Class of Securities)

			   69036R103
		        (CUSIP Number)

		     Mr. Scott B. Bernstein
		      Caxton Associates LP
		    731 Alexander Road, Bldg. 2
		      Princeton, NJ 08540
		        (212) 303-6571
             (Name, Address and Telephone Number of Person
	    Authorized to Receive Notices and Communications)

                         August 5, 2014
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 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 Section 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. 69036R103

  (1) Names of Reporting Persons.
      I.R.S. Identification No. of above person (entity only).
      Caxton International Limited

  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)
      (b) |X|

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)
      WC

  (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

  (6) Citizenship or Place of Organization
      British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With:

  (7) Sole Voting Power
      0

  (8) Shared Voting Power
      10,885,235

  (9) Sole Dispositive Power
      0

  (10) Shared Dispositive Power
       10,885,235

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
       43,486,841 (1)

  (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions) |_|

  (13) Percent of Class Represented by Amount in Row (11)
       12.61% (2)

  (14) Type of Reporting Person (See Instructions)
       CO

(1) For reporting purposes, the aggregate amount of Class A Common Stock
(as defined below) of Overseas Shipholding Group, Inc. deemed to be
beneficially owned by the Reporting Persons (named herein) is calculated
based on an aggregate of 10,885,235 shares of Class A Common Stock and
32,601,606 shares of Class A Common Stock issuable upon the exercise of
32,601,606 Warrants (as defined below), in each case held by Reporting
Persons as of August 5, 2014.  The Warrants may be exercised only with
the consent of Overseas Shipholding Group, Inc. and are subject to certain
restrictions set out in the terms of the Warrants and the organizational
documents of Overseas Shipholding Group, Inc.

(2) The applicable percentages of Overseas Shipholding Group, Inc.
beneficially owned by Reporting Persons as shown herein is computed
based on an aggregate of 312,315,369 shares of Common Stock, par value
$0.01 per share, as well as 32,601,606 Warrants (as defined below),
in each case, outstanding as of August 5, 2014, as confirmed by counsel
for Overseas Shipholding Group, Inc.


  (1) Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Caxton Associates LP

  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)
      (b) X

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)
      AF

  (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

  (6) Citizenship or Place of Organization
      State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

  (7) Sole Voting Power
      0

  (8) Shared Voting Power
      10,885,235

  (9) Sole Dispositive Power
      0

  (10) Shared Dispositive Power
       10,885,235

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
       43,486,841 (3)

  (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions) |_|

  (13) Percent of Class Represented by Amount in Row (11)
       12.61% (4)

  (14) Type of Reporting Person (See Instructions)
       PN, IA

(3) See Footnote 1.
(4) See Footnote 2.

  (1) Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Canterbury Holdings (USA) LLC

  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)
      (b) X

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)
      AF

  (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

  (6) Citizenship or Place of Organization
      State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

  (7) Sole Voting Power
      0

  (8) Shared Voting Power
      10,885,235

  (9) Sole Dispositive Power
      0

  (10) Shared Dispositive Power
       10,885,235

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
       43,486,841 (5)

  (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions) |_|

  (13) Percent of Class Represented by Amount in Row (11)
       12.61% (6)

  (14) Type of Reporting Person (See Instructions)
       OO

(5) See Footnote 1.
(6) See Footnote 2.

  (1) Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Canterbury Holdings Limited

  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)
      (b) X

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)
      AF

  (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

  (6) Citizenship or Place of Organization
      Guernsey

Number of Shares Beneficially Owned by Each Reporting Person With:

  (7) Sole Voting Power
      0

  (8) Shared Voting Power
      10,885,235

  (9) Sole Dispositive Power
      0

  (10) Shared Dispositive Power
       10,885,235

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
       43,486,841 (7)

  (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions) |_|

  (13) Percent of Class Represented by Amount in Row (11)
       12.61% (8)

  (14) Type of Reporting Person (See Instructions)
       OO

(7) See Footnote 1.
(8) See Footnote 2.

  (1) Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Law, Andrew E.

  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)
      (b) X

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)
      AF

  (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

  (6) Citizenship or Place of Organization
      United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:

  (7) Sole Voting Power
      0

  (8) Shared Voting Power
      10,885,235

  (9) Sole Dispositive Power
      0

  (10) Shared Dispositive Power
       10,885,235

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
       43,486,841 (9)

  (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions) |_|

  (13) Percent of Class Represented by Amount in Row (11)
       12.61% (10)

  (14) Type of Reporting Person (See Instructions)
       IN

(9) See Footnote 1.
(10) See Footnote 2.

  (1) Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Agnes III, Peter W.

  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)
      (b) X

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)
      AF

  (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

  (6) Citizenship or Place of Organization
      United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:

  (7) Sole Voting Power
      0

  (8) Shared Voting Power
      10,885,235

  (9) Sole Dispositive Power
      0

  (10) Shared Dispositive Power
       10,885,235

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
       43,486,841 (11)

  (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions) |_|

  (13) Percent of Class Represented by Amount in Row (11)
       12.61% (12)

  (14) Type of Reporting Person (See Instructions)
       IN

(11) See Footnote 1.
(12) See Footnote 2.

Item 1. Security and Issuer
     Item 1 of the Schedule 13D is hereby amended and supplemented
     by the following:
     This Amendment 1 to Schedule 13D relates to the shares of Class
     A Common Stock, par value $.01 per share ("Class A Common Stock"),
     of Overseas Shipholding Group, Inc., a corporation organized under
     the laws of the State of Delaware ("OSG" or the "Issuer"), and
     warrants exercisable for Class A Common Stock ("Warrants", and
     collectively with the Class A Common Stock, the "Securities").
     The principal executive office of the Issuer is located at 1301
     Avenue of the Americas, New York, NY 10019.

Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and replaced
by the following:
(a)  This Statement on Schedule 13D is being filed by:
     (a) Caxton International Limited, a corporation organized under the
     laws of the British Virgin Islands ("Caxton International");
     (b) Caxton Associates LP, a limited liability partnership formed
     under the laws of the State of Delaware ("Caxton");
     (c) Canterbury Holdings (USA) LLC, a limited liability company
     formed under the laws of the State of Delaware ("Canterbury USA");
     (d) Canterbury Holdings Limited, a company formed under the laws
     of Guernsey ("Canterbury Guernsey");
     (e) Andrew E. Law, an individual who is a citizen of the United
     Kingdom ("Law"); and
     (f)Peter W. Agnes III, an individual who is a citizen of the United
     States of America ("Agnes").

(b)
     (a) The address of Caxton International is Maple Corporate Services
     (BVI) Ltd. Kingston Chambers, P.O. Box 173, Road Town, Tortola, B.V.I.
     (b) The address of Caxton is 731 Alexander Road, Bldg. 2, Princeton,
     NJ 08540.
     (c) The address of Canterbury USA is 500 Park Avenue, New York,
     NY 10022.
     (d) The address of Canterbury Guernsey is Trust Corporation of
     the Channel Islands Limited Roseneath, The Grange, St. Peter Port,
     Guernsey.
     (e) The address of Law is c/o Caxton Associates LP, Attention
     Scott B. Bernstein, General Counsel, 731 Alexander Road, Bldg. 2,
     Princeton, NJ 08540.
     (f) The address of Agnes is c/o Caxton Associates LP, Attention
     Scott B. Bernstein, General Counsel, 731 Alexander Road, Bldg. 2,
     Princeton, NJ 08540.

(c)
     (a) Caxton International is engaging in trading and investing in
     international currency, financial and commodity interests and
     securities, as well as other investments.
     (b) Caxton is a New York-based trading and investment firm.
     (c) Canterbury USA is the general partner of Caxton.
     (d) Canterbury Guernsey is the sole member of Canterbury USA.
     (e) Law is the Chairman and Chief Executive Officer of Caxton and
     the sole shareholder of Canterbury Guernsey.
     (f) Agnes is a Partner and Portfolio Manager of Caxton.

(d)  None of Caxton International, Caxton, Canterbury USA, Canterbury
     Guernsey, Law or Agnes has been convicted in a criminal proceeding
     (excluding traffic violations or similar misdemeanors) during
     the last five years.

(e)  None of Caxton International, Caxton, Canterbury USA, Canterbury
     Guernsey, Law or Agnes has been, during the last five years, a
     party to a civil proceeding of a judicial or administrative body
     of competent jurisdiction and as a result of such proceeding was
     or is 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 violation with
     respect to such laws.

(f)
     (a) Caxton International is a corporation organized under the
     laws of the British Virgin Islands.
     (b) Caxton is a limited liability partnership formed under the laws
     of the State of Delaware.
     (c) Canterbury USA is a limited liability company formed under the
     laws of the State of Delaware.
     (d) Canterbury Guernsey is a company formed under the laws of Guernsey.
     (e) Law is a citizen of the United Kingdom.
     (f) Agnes is a citizen of the United States of America.


Item 3. Source and Amount of Funds or Other Consideration

     Item 3 of the Schedule 13D is hereby amended and supplemented
     by the following:
     As more fully described in Item 4 below, Caxton International is
     the record and/or beneficial owner of 10,885,235 shares of Class
     A Common Stock and 32,601,606 Warrants, which were purchased from
     OSG in accordance with the terms of the ECA (as defined below).
     The aggregate purchase price for such acquired Class A Common Stock
     and Warrants was $128,706,437, and was paid out of Caxton
     International's working capital.


Item 4. Purpose of Transaction

     Item 4 of the Schedule 13D is hereby amended and supplemented,
     as applicable, by the following:
     OSG entered into an Equity Commitment Agreement, dated as of May 2,
     2014, as amended by Amendment Number 1 thereto, dated as of May 20,
     2014, and as further amended by Amendment Number 2 thereto, dated
     as of May 23, 2014 (as so amended, the "ECA"), with Caxton
     International and each of the other respective Commitment Parties
     named therein (each a "Commitment Party").  The ECA was terminated on
     August 5, 2014 in connection with the consummation of the Plan
     (as defined below).

     Pursuant to the ECA, OSG agreed, in connection with the consummation
     of a chapter 11 plan of reorganization (the "Plan"), to issue and
     distribute its common stock and/or warrants to any person who held
     shares of OSG's common stock as of a certain date and who elected
     to exercise subscription rights in accordance with procedures approved
     by the Bankruptcy Court (the "Rights Offering Procedures").
     Pursuant to the ECA, each Commitment Party, severally and not jointly,
     agreed with OSG to back-stop, or cause its designees to back-stop,
     certain securities underlying the subscription rights that were not
     exercised in accordance with the Rights Offering Procedures.
     In addition, each Commitment Party agreed to purchase certain
     additional securities offered by the Issuer to such Commitment Party.
     As consideration for the foregoing back-stop commitment, OSG paid a
     certain premium in the form of securities to each Commitment Party.
     Whether issued upon the valid exercise of the subscription rights or
     otherwise in accordance with the ECA, the securities were offered,
     sold, issued and distributed without registration under the Securities
     Act of 1933 (the "Securities Act") on August 5, 2014.

     Pursuant to the ECA, on August 5, 2014, Caxton International purchased
     and received an aggregate amount of 10,885,235 shares of Class A Common
     Stock and 32,601,606 Warrants for an aggregate purchase price of
     $128,706,437.  As noted above, the ECA was terminated on August 5,
     2014 in connection with the consummation of the Plan.

     OSG entered into a Registration Rights Agreement, dated as of May 2,
     2014, as amended by Amendment Number 1 thereto, dated as of May 23,
     2014 (as so amended, the "Registration Rights Agreement"), with Caxton
     International and each of the other respective Commitment Parties,
     setting out, among other things, the registration rights of each
     Commitment Party.  Pursuant to the Registration Rights Agreement,
     OSG is required to register, on a registration statement to be filed
     with the U.S. Securities and Exchange Commission (the "SEC"), the
     resale of certain Class A Common Stock and Warrants for the benefit
     of the Reporting Parties and others

     The summaries of the ECA and Registration Rights Agreement set out
     in this Amendment 1 to Schedule 13D do not purport to be complete
     and are qualified in their entirety by reference to the complete
     text of such agreements and amendments thereto, which are available
     electronically on the internet website of the Issuer's claims agent
     Kurtzman Carson Consultants, LLC, at http://www.kccllc.net/osg.
     Information set out on the foregoing web site or filed with the
     Bankruptcy Court shall not be deemed to be part of or incorporated
     by reference into this Amendment 1 to Schedule 13D.

     Caxton International acquired OSG's securities in the belief that
     the shares are an attractive investment and were under-valued.
     The Reporting Parties from time to time may enter into discussions
     with directors of the Issuer, one or more of management, other
     shareholders (including but not limited to other Commitment
     Parties) or investors, or third parties in connection with the
     Reporting Parties' investment in the Issuer as well as involving
     the Issuer's business, strategies and other matters related to
     the Issuer.  These discussions may include reviewing options or
     making proposals for enhancing or maximizing shareholder value
     through various strategic alternatives, including, among others,
     changes to the capitalization, ownership structure, operations,
     or Certificate of Incorporation or Bylaws of the Issuer or any of
     its affiliates, or any strategic transaction or similar opportunities.
     The Reporting Parties also may explore increasing their ownership
     position in the Issuer or any of its affiliates through an acquisition
     of stock or other investments from other stockholders or otherwise.
     The Reporting Parties also may elect not to engage with directors or
     officers of the Issuer and maintain a passive investment in the Issuer.

     The Reporting Parties intend to review their respective investment
     in the Issuer on a continuing basis and may from time to time and
     at any time in the future depending on various factors, including,
     without limitation, the outcome of any discussions referenced above,
     the Issuer's financial position and strategic direction, actions taken
     by the board and/or management, price levels of the Issuer's (or that of
     any of its affiliates) common stock and/or other instruments, other
     investment opportunities available to the Reporting Persons, conditions
     in the securities market and general economic and industry conditions,
     take such actions with respect to the investment in the Issuer as they
     deem appropriate, including: (i) acquiring additional common stock
     and/or other equity, warrants, debt, notes, other securities, or
     derivatives or other instruments that are based upon or relate to
     the value of the common stock of the Issuer and/or any of its affiliates
     (collectively, "OSG Securities") in the open market or otherwise; (ii)
     disposing of any or all of their OSG Securities in the open market
     or otherwise; (iii) engaging in any hedging or similar transactions
     with respect to the OSG Securities; or (iv) proposing or considering
     one or more of the actions described in subsections (a) through (j)
     of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer
     Item 5 is hereby amended and replaced by the following:
(a)
     (a) The aggregate amount of OSG Class A Common Stock deemed to be
     beneficially owned by Caxton International is 43,486,841 shares,
     based on 10,885,235 shares of Class A Common Stock outstanding
     and 32,601,606 shares of Class A Common Stock representing the
     shares issuable upon exercise of 32,601,606 Warrants.  Accordingly,
     the percentage of the outstanding Class A Common Stock reported
     herein as beneficially owned by Caxton International is
     approximately 12.61%.
     (b) The aggregate amount of OSG Class A Common Stock deemed to be
     beneficially owned by Caxton International is 43,486,841 shares,
     based on 10,885,235 shares of Class A Common Stock outstanding
     and 32,601,606 shares of Class A Common Stock representing the shares
     issuable upon exercise of 32,601,606 Warrants.  Caxton, as the trading
     advisor to Caxton International, has voting and dispositive power
     with respect to Caxton International and, as a result, may be deemed
     to beneficially own the 43,486,841 shares, representing approximately
     12.61%.
     (c) The aggregate amount of OSG Class A Common Stock deemed to be
     beneficially owned by Caxton International is 43,486,841 shares,
     based on 10,885,235 shares of Class A Common Stock outstanding and
     32,601,606 shares of Class A Common Stock representing the shares
     issuable upon exercise of 32,601,606 Warrants.  Canterbury USA is
     the general partner of Caxton, the trading advisor to Caxton
     International, and, as a result, may be deemed to beneficially
     own the 43,486,841 shares, representing approximately 12.61%.
     (d) The aggregate amount of OSG Class A Common Stock deemed to be
     beneficially owned by Caxton International is 43,486,841 shares,
     based on 10,885,235 shares of Class A Common Stock outstanding and
     32,601,606 shares of Class A Common Stock representing the shares
     issuable upon exercise of 32,601,606 Warrants.  Canterbury Guernsey
     is the sole member of Canterbury USA, the general partner of Caxton,
     and, as a result, may be deemed to beneficially own the 43,486,841
     shares, representing approximately 12.61%.
     (e) The aggregate amount of OSG Class A Common Stock deemed to be
     beneficially owned by Caxton International is 43,486,841 shares,
     based on 10,885,235 shares of Class A Common Stock outstanding and
     32,601,606 shares of Class A Common Stock representing the shares
     issuable upon exercise of 32,601,606 Warrants.  Law is the Chairman
     and Chief Executive Officer of Caxton and the sole shareholder of
     Canterbury Guernsey and, as a result, may be deemed to beneficially
     own the 43,486,841 shares, representing approximately 12.61%.
     (f) The aggregate amount of OSG Class A Common Stock deemed to be
     beneficially owned by Caxton International is 43,486,841 shares,
     based on 10,885,235 shares of Class A Common Stock outstanding and
     32,601,606 shares of Class A Common Stock representing the shares
     issuable upon exercise of 32,601,606 Warrants.  Agnes is a Partner
     and Portfolio Manager of Caxton and, as a result, may be deemed
     to beneficially own the 43,486,841 shares, representing approximately
     12.61%.

     The applicable percentages of Overseas Shipholding Group, Inc.
     beneficially owned by Reporting Persons as shown herein is computed
     based on an aggregate of 312,315,369 shares of Common Stock, par value
     $0.01 per share, as well as 32,601,606 Warrants, in each case
     outstanding as of August 5, 2014, as confirmed by counsel for Overseas
     Shipholding Group, Inc.

(b)
     (a) Number of shares as to which Caxton International has:
     (i) sole power to vote or to direct the vote:			0
     (ii) shared power to vote or to direct the vote	       10,885,235
     (iii) sole power to dispose or to direct the disposition:		0
     (iv) shared power to dispose or to direct the disposition:10,885,235
     (b) Number of shares as to which Caxton has:
     (i) sole power to vote or to direct the vote:			0
     (ii) shared power to vote or to direct the vote	       10,885,235
     (iii) sole power to dispose or to direct the disposition:		0
     (iv) shared power to dispose or to direct the disposition:10,885,235
     (c) Number of shares as to which Canterbury USA has:
     (i) sole power to vote or to direct the vote:			0
     (ii) shared power to vote or to direct the vote	       10,885,235
     (iii) sole power to dispose or to direct the disposition:		0
     (iv) shared power to dispose or to direct the disposition:10,885,235
     (d) Number of shares as to which Canterbury Guernsey has:
     (i) sole power to vote or to direct the vote:			0
     (ii) shared power to vote or to direct the vote	       10,885,235
     (iii) sole power to dispose or to direct the disposition:		0
     (iv) shared power to dispose or to direct the disposition:10,885,235
     (e) Number of shares as to which Law has:
     (i) sole power to vote or to direct the vote:			0
     (ii) shared power to vote or to direct the vote	       10,885,235
     (iii) sole power to dispose or to direct the disposition:		0
     (iv) shared power to dispose or to direct the disposition:10,885,235
     (f) Number of shares as to which Agnes has:
     (i) sole power to vote or to direct the vote:			0
     (ii) shared power to vote or to direct the vote	       10,885,235
     (iii) sole power to dispose or to direct the disposition:		0
     (iv) shared power to dispose or to direct the disposition:10,885,235

     Neither the filing of this or any Amendment to the Schedule 13D, the
     Schedule 13D nor any of its contents shall be deemed to constitute an
     admission on the part of Caxton, Canterbury USA, Canterbury Guernsey,
     Law or Agnes that such person is the beneficial owner of the Class A
     Common Stock (including but not limited to shares of Class A Common
     Stock representing shares issuable upon exercise of Warrants) referred
     to herein for purposes of Section 13(d) of the Securities Exchange Act
     of 1934 or for any other purpose.

(c)  None of the Reporting Parties has engaged in any transaction during
     the past 60 days in any shares of Class A Common Stock.

(d)  Caxton International has the right to receive dividends from, and
     the proceeds from the sale of, the Class A Common Stock referred to
     in this Item 5.

(e)  Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships
        With Respect to Securities of the Issuer.
     Item 6 is hereby amended and supplemented by the following:
     As described above in Item 4, pursuant to the terms of the
     Registration Rights Agreement, OSG is required to register,
     on a registration statement to be filed with the SEC, the resale
     of certain Class A Common Stock and Warrants for the benefit of the
     Reporting Parties and other parties.

     Caxton International holds Warrants to purchase Class A Common
     Stock, which Warrants are subject to certain restrictions.
     Under the terms of the Warrants, the exercise of the Warrants
     is subject to the consent of OSG and is subject to certain
     restrictions set out in OSG's organizational documents.
     Caxton International's Warrants are exercisable for 32,601,606
     shares of Class A Common Stock.  The number of shares of Class
     A Common Stock issuable upon exercise of the Warrants is subject
     to usual and customary adjustments for stock splits, stock
     combinations and similar transactions.  For reporting purposes,
     the Reporting Parties may also be deemed to beneficially own the
     shares of Class A Common Stock underlying the Warrants.

Item 7. Material to be Filed as Exhibits.

     Item 7 is hereby amended and supplemented by the following:
     (1) Agreement of Joint Filing pursuant to Rule 13(d)-1(k)
     (filed as Exhibit 1 to the Reporting Parties' Schedule 13D,
     dated June 9, 2014, and incorporated herein by reference).

SIGNATURES
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.

						Caxton International Limited


Date: 8/7/2014					By:  /s/ Joseph Kelly
						Joseph Kelly
						Vice President & Treasurer


Date: 8/7/2014					By:  /s/ Maxwell Quin
						Maxwell Quin
						Vice President & Secretary


						Caxton Associates LP


Date: 8/7/2014					By:  /s/ Scott B. Bernstein
						Scott B. Bernstein
						Senior Vice President,
						General Counsel & Secretary


						Canterbury Holdings (USA) LLC


Date: 8/7/2014					By:  /s/ Scott B. Bernstein
						Scott B. Bernstein
						Secretary


						Canterbury Holdings Limited


Date: 8/7/2014					By:  /s/ Ajay Mehra
						Ajay Mehra on behalf of
						Andrew E. Law, as sole director,
						as attorney-in-fact


						Andrew E. Law


Date: 8/7/2014 					By:  /s/ Ajay Mehra
						Ajay Mehra on behalf of
						Andrew E. Law,
						as attorney in fact


						Peter W. Agnes III


Date: 8/7/2014					By:  /s/ Peter W. Agnes III
						Peter W. Agnes III

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>