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^*

BlueMountain Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

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)
04/04/2017

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)
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⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	04/04/2017		S		3,920	D	$3.82	9,143,248	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	04/04/2017		S		3,920	D	$3.82	9,143,248	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	04/04/2017		S		3,920	D	$3.82	9,143,248	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	04/04/2017		S		3,920	D	$3.82	9,143,248	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	04/04/2017		S		3,920	D	$3.82	9,143,248	D
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾	04/05/2017		S		1,200	D	$3.8	9,142,048	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾	04/05/2017		S		1,200	D	$3.8	9,142,048	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾	04/05/2017		S		1,200	D	$3.8	9,142,048	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾	04/05/2017		S		1,200	D	$3.8	9,142,048	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾	04/05/2017		S		1,200	D	$3.8	9,142,048	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)

1. Name and Address of Reporting Person^*

BlueMountain Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BlueMountain GP Holdings, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BlueMountain Long/Short Credit GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BlueMountain Guadalupe Peak Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BLUEMOUNTAIN NAUTICAL LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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 9,142,048 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 April 4, 2017, Nautical sold 3,920 shares of Common Stock.

5. On April 5, 2017, Nautical sold 1,200 shares of Common Stock.

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	04/06/2017
	BlueMountain GP Holdings, LLC By: /s/ Eric M. Albert, Chief Compliance Officer	04/06/2017
	BlueMountain Long/Short Credit GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Eric M. Albert, Chief Compliance Officer	04/06/2017
	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	04/06/2017
	BlueMountain Nautical LLC By: BlueMountain Capital Management, LLC By: /s/ Eric M. Albert, Chief Compliance Officer	04/06/2017
	** 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).
** 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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