X0303 4 2011-01-10 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001239741 JOHNSTON ROBERT E TWO HARBOUR PLACE 302 KNIGHTS RUN AVENUE, SUITE 1200 TAMPA FL 33602 0 1 0 0 SVP & Head of US Flag Bus.Unit Common Stock, par value $1.00 per share 2011-01-10 4 F 0 719 36.76 D 19664 D Common Stock, par value $1.00 per share 2010-12-31 4 J 0 41 A 19705 D Common Stock, par value $1.00 per share 2010-12-31 4 J 0 3 A 56 I (3) Common Stock, par value $1.00 per share 4457 I (4) In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, these 719 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the January 10, 2011 vesting of 2,345 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. These 41 shares of common stock were acquired during 2010 pursuant to a dividend reinvestment plan which provides for a broad based participation, does not discriminate in favor of employees of Overseas Shipholding Group, Inc. and operates on substantially the same terms for the plan participants. Of these 19,705 shares of common stock, 5,213 shares are subject to vesting restrictions as of January 10, 2011. These 3 shares of common stock were acquired during 2010 pursuant to a dividend reinvestment plan similar to the plan described in Note 2. The 56 shares are held in an individual retirement account ("IRA"). The reporting person is a co-trustee of the IRA and has a 50% interest in the assets of the IRA, including the 56 shares. The reporting person indirectly owns these 4,457 shares of common stock through the Overseas Shipholding Group, Inc. 2000 Employee Stock Purchase Plan as of December 31, 2010. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2011-01-11