X0304 4 2012-01-10 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001239720 ITKIN MYLES R 666 THIRD AVENUE 5TH FLOOR NEW YORK NY 10017 0 1 0 0 Exec. VP, Treasurer and CFO Common Stock, par value $1.00 per share 2012-01-10 4 F 0 590 11.61 D 21857 D In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, these 590 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the January 10, 2012 vesting of 1,310 shares (the "Vested Shares") of the reporting person's restricted stock in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the Vested Shares. Of these 21,857 shares of common stock, 8,660 shares are subject to vesting restrictions as of January 12, 2012. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2012-01-12