X0306 4 2016-01-12 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001631243 Oricchio Rick F 1301 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10019 0 1 0 0 Senior Vice President and CFO Class A Common Stock, par value $.01 per share 2016-01-12 4 J 0 169230 A 169230 D Class A Common Stock, par value $.01 per share 2016-01-12 4 F 0 61195 D 108035 D Restricted Stock Units 0 2016-01-12 4 J 0 153846 0 D Class A Common Stock 153846 307692 D These 108,035 shares of Class A Common Stock were acquired upon the vesting of 153,846 restricted stock units on January 12, 2016 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan. Each unit represents the right to acquire 1.1 shares of Class A Common Stock (reflecting the stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock paid in December 2015). The vested units were settled in shares of Class A Common Stock (a total amount of 169,230 shares). In connection with the vesting of the units, 61,195 shares of Class A Common Stock were withheld by Overseas Shipholding Group, Inc. in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the units. These 153,846 restricted stock units vested on January 12, 2016 and were settled in shares of Class A Common Stock as reported in Table I on this Form 4. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2016-01-14