FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 12/31/2015 | J(1) | 37,642 | D | (1) | 5,006,948(2)(3)(4) | I | See footnote(5) | ||
Class A Common Stock | 02/25/2016 | S | 7,248 | D | $2.14 | 4,999,700 | I | See footnote(5) | ||
Class A Common Stock | 02/26/2016 | S | 32,152 | D | $2.12 | 4,967,548 | I | See footnote(5) | ||
Class A Common Stock | 02/29/2016 | S | 17,500 | D | $2.08 | 4,950,048 | I | See footnote(5) | ||
Class A Common Stock | 03/01/2016 | S | 193,330 | D | $2.07 | 4,756,718 | I | See footnote(5) | ||
Class A Common Stock | 03/02/2016 | S | 237,835 | D | $2.08 | 4,518,883 | I | See footnote(5) | ||
Class A Common Stock | 03/03/2016 | S | 61,568 | D | $2.08 | 4,457,315 | I | See footnote(5) | ||
Class A Common Stock | 03/29/2016 | S | 46,926 | D | $1.93 | 4,410,389 | I | See footnote(5) | ||
Class A Common Stock | 03/29/2016 | S | 4,216 | D | $1.93 | 181,204(3)(6) | I | See footnote(7) | ||
Class A Common Stock | 03/29/2016 | S | 65,380 | D | $1.93 | 2,809,779(3) | I | See footnote(8) | ||
Class A Common Stock | 5,832,758(2)(3) | I | See footnote(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Warrant (right to buy) | $0.01 | 12/31/2015 | J(1) | 104,548 | (10) | 08/05/2039 | Class A Common Stock | 119,393 | (1) | 13,907,077(2)(4) | I | See footnote(5) | |||
Class A Warrant (right to buy) | $0.01 | 03/08/2016 | S | 1,526,637 | (10) | 08/05/2039 | Class A Common Stock | 1,743,419 | $2.32 | 12,380,440 | I | See footnote(5) | |||
Class A Warrant (right to buy) | $0.01 | 03/23/2016 | S | 5,731,649 | (10) | 08/05/2039 | Class A Common Stock | 6,545,543 | $2.15 | 6,648,791 | I | See footnote(5) | |||
Class A Warrant (right to buy) | $0.01 | 03/23/2016 | S | 504,850 | (10) | 08/05/2039 | Class A Common Stock | 576,538 | $2.15 | 0(6) | I | See footnote(7) | |||
Class A Warrant (right to buy) | $0.01 | 03/23/2016 | S | 1,163,501 | (11) | 08/05/2039 | Class A Common Stock | 1,328,718 | $2.15 | 6,664,858 | I | See footnote(8) | |||
Class A Warrant (right to buy) | $0.01 | 03/29/2016 | S | 6,664,858 | (11) | 08/05/2039 | Class A Common Stock | 7,611,267 | $2 | 0 | I | See footnote(8) | |||
Class A Warrant (right to buy) | $0.01 | (11) | 08/05/2039 | Class A Common Stock | 18,501,491 | 16,200,956(2) | I | See footnote(9) |
Explanation of Responses: |
1. This transaction was a distribution in kind of the reported securities to shareholders upon such shareholders' exercise of their redemption rights. |
2. Reflects a transfer of 523,234 shares of Class A Common Stock and 1,598,651 Class A Warrants from BHR Master to BHR-OSG on September 30, 2015, which was exempt from reporting pursuant to Rule 16a-13. |
3. Reflects a stock dividend received from the Issuer on December 15, 2015 in the following amounts: 458,599 for BHR Master; 16,856 for BHR OC Master; 261,378 for BHR OC OSG and 530,250 for BHR-OSG. This receipt of the stock dividend was exempt from reporting pursuant to Rule 16a-9. |
4. Reflects a clerical error in the Form 3 filed on July 27, 2015, which reported (i) 5,109,227 shares of Class A Common Stock instead of 5,109,225 shares of Class A Common Stock and (ii) 15,610,274 Class A Warrants instead of 15,610,276 Class A Warrants. |
5. The securities are directly held by BHR Master Fund, Ltd. ("BHR Master"). The Reporting Person serves as investment adviser to BHR Master and disclaims pecuniary interest in the reported securities except to the extent of its economic interest. |
6. Reflects a clerical error in the Form 3 filed on July 27, 2015, which reported (i) 168,563 shares of Class A Common Stock instead of 168,564 shares of Class A Common Stock and (ii) 504,851 Class A Warrants instead of 504,850 Class A Warrants. |
7. The securities are directly held by BHR OC Master Fund, Ltd. ("BHR OC Master"). The Reporting Person serves as investment adviser to BHR OC Master and disclaims pecuniary interest in the reported securities except to the extent of its economic interest. |
8. The securities are directly held by BHR OC OSG On-Shore Funding LLC ("BHR OC OSG"). The Reporting Person serves as investment adviser to BHR OC OSG and disclaims pecuniary interest in the reported securities except to the extent of its economic interest. |
9. The securities are directly held by BHR-OSG On-Shore Funding LLC ("BHR-OSG"). The Reporting Person serves as managing member to BHR-OSG and disclaims pecuniary interest in the reported securities except to the extent of its economic interest. |
10. The securities are not currently exercisable due to regulatory restrictions and will not become exercisable until they are held by a U.S. person. |
11. The securities are currently exercisable. |
Remarks: |
/s/ Michael Falk, Chief Financial Officer | 07/13/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |