X0206 3 2014-08-05 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSGIQ 0001035674 PAULSON & CO INC 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Class A Common Stock, par value $0.01 per share 56425082 I See footnote Class A Warrants (Right to Buy) 0.01 Class A Common Stock, par value $0.01 4959152 I See footnote Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson is the investment manager of PCO Shipping LLC and certain separately managed accounts (collectively, the "Accounts"), which own or hold the securities reported on this Form 3. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by or held in the Accounts. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by any person reporting on this Form 3 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form. The warrants may be exercisable only with the Issuer's consent and subject to certain restrictions set forth in the Issuer's organizational documents. The warrants expire on August 5, 2039. /s/ Stuart Merzer, General Counsel and Chief Compliance Officer of Paulson & Co. Inc. 2014-08-15