X0306 4 2014-02-24 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSGIQ 0001349704 Zabrocky Lois K 1301 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10019 0 1 0 0 SVP & Head of Int'l Flag SBUs Common Stock, par value $1.00 per share 2014-02-24 4 F 0 2340 5.35 D 13372 D In accordance with the terms of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as amended, these 2,340 shares of common stock were surrendered to Overseas Shipholding Group, Inc. upon the February 24, 2014 vesting of 5,802 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 13,372 shares of common stock, 9,910 are subject to vesting restrictions as of February 26, 2014. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2014-02-26