X0306 4 2012-06-29 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001239727 KOMAROFF STANLEY 910 PARK AVENUE NEW YORK NY 10021 0 0 0 1 Fmr. director - ret. 6/14/2012 Common Stock, par value $1.00 per share 2012-06-29 4 J 0 15378 A 16302 D On June 14, 2012, the Reporting Person retired as a director of the Issuer and on June 29, 2012 the Issuer issued the Reporting Person these 15,378 shares of Common Stock of the Issuer pursuant to the Issuer's 2004 Stock Incentive Plan, as amended and restated as of June 14, 2012, upon conversion of an equal number of previously issued restricted stock units. /s/James I. Edelson, Attorney-in-Fact pursuant to a power of attorney previously filed 2012-07-03