X0303 4 2009-12-17 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001349800 Mozdean Robert R 666 THIRD AVENUE 5TH FLOOR NEW YORK NY 10017 0 1 0 0 Head Worldwide Human Resources Common Stock, par value $1.00 per share 2009-12-17 4 F 0 355 43.80 D 7736 D Common Stock, par value $1.00 per share 2009-12-17 4 J 0 9 A 173 I (3) In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, these 355 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the December 17, 2009 vesting of 946 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 7,736 shares of common stock, 5,678 shares are subject to vesting restrictions as of December 17, 2009. The reporting person indirectly owns these 173 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 2009-12-21