X0306 4 2016-09-29 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001349704 Zabrocky Lois K 600 THIRD AVENUE 39TH FLOOR NEW YORK NY 10016 0 1 0 0 SVP and Pres. of Int'l FlagSBU Class A Common Stock, par value $.01 per share 2016-09-29 4 J 0 3348 A 5721 D Class A Common Stock, par value $.01 per share 2016-09-29 4 F 0 1238 D 4483 D Restricted Stock Units 0 2016-09-29 4 J 0 3348 0 D Class A Common Stock 3348 3349 D As previously reported, on December 17, 2005 Overseas Shipholding Group, Inc. (the "Issuer") paid a stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock and one share of Class A Common Stock for every ten shares of Class B Common Stock. On May 27, 2016 every share of Class B Common Stock was automatically converted into one share of Class A Common Stock. On June 13, 2016 the Issuer effected a reverse stock split of one new share of Class A Common Stock for every six existing shares of Class A Common Stock. As a result of the foregoing action on May 27, 2016 and June 13, 2016, the 12,779 shares of Class A Common Stock and 1,462 shares of Class B Common Stock that the Reporting Person owned on December 17, 2015 became 2,373 shares of Class A Common Stock. These 3,348 shares of Class A Common Stock were acquired upon the vesting of 3,348 restricted stock units on September 29, 2016 (such number adjusted from 18,265 restricted stock units because of the two actions on December 17, 2015 and June 13, 2016 described in note 1) pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan, which vested units were settled in shares of Class A Common Stock. In connection with the vesting of the units, 1,238 units 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 3,348 restricted stock units vested on September 29, 2016 and were settled in shares of Class A Common Stock as reported in Table I on this Form 4. The 3,349 restricted stock units owned following the vesting of the 3,348 restricted stock units have been adjusted to reflect the actions described in notes 1 and 2. /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 2016-10-03