X0306 4 2016-01-20 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001337856 BLACKLEY IAN T 1301 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10019 1 1 0 0 President and CEO Class A Common Stock, par value $.01 per share 2016-01-20 4 J 0 94017 A 107024 D Class A Common Stock, par value $.01 per share 2016-01-20 4 F 0 36541 D 70483 D Class B Common Stock, par value $.01 per share 3447 D Restricted Stock Units 0 2016-01-20 4 J 0 85470 0 A Class A Common Stock 94017 170940 D Stock Option (Right to buy) 3.20 2014-09-29 4 J 0 144382 0 A 2024-09-28 Class A Common Stock 144382 144382 D Stock Option (Right to buy) 2.85 2015-02-10 4 J 0 683633 0 A 2025-01-19 Class A Common Stock 683633 683633 D 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. 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). 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. 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. 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. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2016-02-08