X0304 4 2011-12-19 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001337856 BLACKLEY IAN T 666 THIRD AVENUE 5TH FLOOR NEW YORK NY 10017 0 1 0 0 SVP &Head of Int'l ShippingOps Common Stock, par value $1.00 per share 2011-12-19 4 F 0 138 9.18 D 12705 D Common Stock, par value $1.00 per share 513 I (3) In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, these 138 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the December 19, 2011 vesting of 412 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 12,705 shares of Common Stock, 4,617 shares are subject to vesting restrictions as of December 21, 2011. The reporting person indirectly owns these 513 shares of common stock through the Overseas Shipholding Group, Inc. 2000 Employee Stock Purchase Plan as of December 21, 2011. He acquired 18 shares since June 30, 2011 through the reinvestment of dividends under such Purchase Plan. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2011-12-21