X0303 4 2011-01-10 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 2011-01-10 4 F 0 444 36.76 D 8266 D Common Stock, par value $1.00 per share 181 I (3) Common Stock, par value $1.00 per share 1262 I (4) In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, these 444 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the January 10, 2011 vesting of 1,094 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 8,266 shares of common stock, 4,195 shares are subject to vesting restrictions as of January 10, 2011. The reporting person indirectly owns these 181 shares of common stock through the Overseas Shipholding Group, Inc. 2000 Employee Stock Purchase Plan as of December 31, 2010. The reporting person indirectly owns these 1,262 shares of common stock through the OSG Ship Management, Inc. Savings Plan as of December 31, 2010. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2011-01-11