X0303 4 2010-01-19 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 2010-01-19 4 F 0 172 50.42 D 9814 D Common Stock, par value $1.00 per share 2636 I (3) Common Stock, par value $1.00 per share 702 I (4) In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as amended, these 172 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the January 19, 2010 vesting of 370 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 9,814 shares of common stock, 6,398 shares are subject to vesting restrictions as of January 19, 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 2010-01-20