X0306 4 2016-03-30 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 Restricted Stock Units 0 2016-03-30 4 A 0 152284 0 A Class A Common Stock 152284 152284 D Stock Option (Right to Buy) 1.97 2016-03-30 4 A 0 405405 0 A 2026-03-29 Class A Common Stock 405405 405405 D These restricted stock units were granted pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan (the "Plan") and vest as to one-third of such units on each of the first, second and the third anniversaries of March 30, 2016 (the "Vesting Commencement Date"). Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Compensation and Human Resources Committee of the Board in its discretion. Settlement must occur no later than March 15 of the calendar year following vesting of the units. The options to purchase these shares of Class A Common Stock were granted pursuant to the Plan and will become exercisable as to one-third of such shares on the first, second and third anniversaries of the Vesting Commencement Date. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2016-04-01