X0303 4 2010-01-11 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001316444 EDELSON JAMES I. 666 THIRD AVENUE 5TH FLOOR NEW YORK NY 10017 0 1 0 0 General Counsel and Secretary Common Stock, par value $1.00 per share 2009-12-31 4 J 0 101 A 10566 D Common Stock, par value $1.00 per share 2010-01-11 4 F 0 580 51.39 D 9986 D Common Stock, par value $1.00 per share 2636 I (4) Common Stock, par value $1.00 per share 702 I (5) These shares were acquired during 2009 pursuant to a dividend reimbursement plan which provides for a broad-based participation, does not discriminate in favor of employees of Overseas Shipholding Group, Inc. and operates on substantially the same terms for plan participants. In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as amended, these 580 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the January 11, 2010 vesting of 1,214 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 9,986 shares of common stock, 6,768 shares are subject to vesting restrictions as of January 11, 2010. The reporting person indirectly owns these 2,636 shares of common stock through the OSG Ship Management, Inc. Savings Plan. The reporting person indirectly owns these 702 shares of common stock through the Overseas Shipholding Group, Inc. 2000 Employee Stock Purchase Plan. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2010-01-12