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*
BlueMountain Capital Management, LLC

(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OV6:GR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 45,000 D $4.3 9,944,186 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 45,000 D $4.3 9,944,186 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 45,000 D $4.3 9,944,186 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 45,000 D $4.3 9,944,186 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 45,000 D $4.3 9,944,186 D
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 300 D $4.31 9,943,886 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 300 D $4.31 9,943,886 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 300 D $4.31 9,943,886 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 300 D $4.31 9,943,886 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 300 D $4.31 9,943,886 D
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 70,760 D $4.35 9,873,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 70,760 D $4.35 9,873,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 70,760 D $4.35 9,873,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 70,760 D $4.35 9,873,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(4)(6) 03/16/2017 S 70,760 D $4.35 9,873,126 D
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 50,000 D $4.35 9,823,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 50,000 D $4.35 9,823,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 50,000 D $4.35 9,823,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 50,000 D $4.35 9,823,126 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 50,000 D $4.35 9,823,126 D
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 21,584 D $4.36 9,801,542 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 21,584 D $4.36 9,801,542 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 21,584 D $4.36 9,801,542 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 21,584 D $4.36 9,801,542 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 21,584 D $4.36 9,801,542 D
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 108,909 D $4.38 9,692,633 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 108,909 D $4.38 9,692,633 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 108,909 D $4.38 9,692,633 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 108,909 D $4.38 9,692,633 I Footnotes(1)(2)(3)
Class A Common Stock(1)(2)(3)(5)(6) 03/17/2017 S 108,909 D $4.38 9,692,633 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BlueMountain Capital Management, LLC

(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueMountain GP Holdings, LLC

(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueMountain Long/Short Credit GP, LLC

(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueMountain Guadalupe Peak Fund L.P.

(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BLUEMOUNTAIN NAUTICAL LLC

(Last) (First) (Middle)
280 PARK AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM"), GP Holdings or the General Partner (each as defined in Footnote 3 below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Overseas Shipholding Group, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM, GP Holdings and the General Partner disclaim such beneficial ownership, except to the extent of their respective pecuniary interest.
2. BMCM is the non-member manager of BlueMountain Nautical LLC ("Nautical"), which is the direct beneficial owner of 9,692,633 shares of Common Stock, and is the investment manager of BlueMountain Guadalupe Peak Fund L.P. ("Guadalupe"), which holds 100% of the membership interests of Nautical, and thus is an indirect beneficial owner of the Common Stock held by Nautical.
3. BMCM, although it directs the voting and disposition of the Common Stock held by Nautical, only receives an asset-based fee relating to the shares of Common Stock held by Nautical. BlueMountain Long/Short Credit GP, LLC (the "General Partner") is the general partner of Guadalupe and has an indirect profits interest in the Common Stock beneficially owned by Guadalupe. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of the General Partner, and thus has an indirect profits interest in the Common Stock beneficially owned by Guadalupe.
4. On March 16, 2017, Nautical sold 45,000, 300 and 70,760 shares of Common Stock for $4.30, $4.31 and $4.35 per share.
5. On March 17, 2017, Nautical sold 50,000, 21,584 and 108,909 shares of Common Stock for $4.35, $4.36 and $4.38 per share.
6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.
Remarks:
BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 03/20/2017
BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 03/20/2017
BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 03/20/2017
BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 03/20/2017
BlueMountain Nautical LLC, By: BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 03/20/2017
** 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).
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