SEC FORM 4

SEC Form 4

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

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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^*

BLACKLEY IAN T

(Last)

(First)

(Middle)

1301 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $.01 per share	01/20/2016		J⁽¹⁾		94,017	A	⁽¹⁾	107,024⁽¹⁾⁽²⁾	D
Class A Common Stock, par value $.01 per share	01/20/2016		F⁽¹⁾		36,541	D	⁽¹⁾	70,483⁽¹⁾	D
Class B Common Stock, par value $.01 per share								3,447	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽³⁾	$0	01/20/2016		J⁽³⁾		85,470⁽³⁾		⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	94,017⁽³⁾	$0	170,940	D
Stock Option (Right to buy)⁽⁴⁾	$3.2⁽⁴⁾	09/29/2014⁽⁴⁾		J⁽⁴⁾		144,382⁽⁴⁾		⁽⁴⁾	09/28/2024	Class A Common Stock⁽⁴⁾	144,382⁽⁴⁾	$0⁽⁴⁾	144,382	D
Stock Option (Right to buy)	$2.85⁽⁵⁾	02/10/2015		J⁽⁵⁾		683,633⁽⁵⁾		⁽⁵⁾	01/19/2025	Class A Common Stock⁽⁵⁾	683,633⁽⁵⁾	$0⁽⁵⁾	683,633	D

Explanation of Responses:

1. These 94,017 shares of Class A Common Stock were acquired upon the vesting of 85,470 restricted stock units on January 20, 2016 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan (the "Plan"). Each unit represents the right to acquire 1.1 shares of Class A Common Stock (reflecting the stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock paid in December 2015). The vested units were settled in shares of Class A Common Stock. In connection with the vesting of the units, 36,541 shares of Class A Common Stock were withheld by OSG in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the units.

2. Prior to the foregoing transactions described in note (1), the reporting person reported ownership of 11,512 shares of Class A Common Stock which increased in December 2015 by the payment of the stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock owned (1,151 shares paid to the reporting person) and one share of Class A Common Stock for every ten shares of Class B Common Stock owned (344 shares paid to the reporting person) or a total of 1,495 shares of Class A Common Stock paid to the reporting person (resulting in total ownership of 13,007 shares of Class A Common Stock).

3. These 85,470 restricted stock units vested on January 20, 2016 and were settled in 94,017 shares of Class A Common Stock as reported in Table I on this Form 4.

4. As previously reported, on September 29, 2014 OSG granted the reporting person pursuant to the Plan 126,582 options to purchase 126,582 shares of Class A common stock at an exercise price of $3.65 per share which became exercisable as to one third of such options on the first, second and third anniversary of the date of grant. In December 2015, the registrant paid a stock dividend of one share of Class A common stock for every ten shares of Class A stock owned. As a result of the stock dividend, the stock options are exercisable for 144,382 shares of Class A common stock at an exercise price of $3.20 per share. These adjustments were made so that the value of the options before the stock dividend would be the same after the stock dividend. The vesting schedule remains unchanged.

5. As previously reported, on February 10, 2015 OSG granted the reporting person pursuant to the Plan 599,520 shares of Class A common stock at an exercise price of $3.25 per share which became exercisable as to one-third of such options on the first, second and third anniversary of January 20, 2015. In December 2015, the registrant paid a stock dividend of one share of Class A common stock for every ten shares of Class A common stock owned. As a result of the stock dividend, the stock options are exercisable for 683,633 shares of Class A common stock at an exercise price of $2.85 per share. The adjustments were made so that the value of the options before the stock dividend would be the same after the stock dividend. The vesting schedule remains unchanged.

Remarks:

	/s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed	02/08/2016
	** 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).
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