X0306 4 2014-02-24 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSGIQ 0001316444 EDELSON JAMES I. 1301 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10019 0 1 0 0 SVP, Gen. Counsel and Sec'y. Common Stock, par value $1.00 per share 2014-02-24 4 F 0 1721 5.35 D 7826 D In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as amended, these 1,721 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the February 24, 2014 vesting of 3,696 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 vesting of the Vested Shares. Of these 7,826 shares of common stock, 5,851 are subject to vesting restrictions as of February 26, 2014. /s/James I. Edelson 2014-02-26