X0306 4 2017-03-08 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSG 0001692987 Mote Damon 302 KNIGHTS RUN AVENUE SUITE 1200 TAMPA FL 33602 0 1 0 0 VP & Chief Admin Officer Class A Common Stock, par value $.01 per share 2017-03-08 4 M 0 5144 A 6784 D Class A Common Stock, par value $.01 per share 2017-03-08 4 F 0 1680 4.86 D 5104 D Restricted Stock Units 2017-03-08 4 M 0 5144 0 D Class A Common Stock 0 5145 D These 5,144 shares of Class A Common Stock were acquired upon the settlement of 5,144 restricted stock units on March 8, 2017 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Plan, which vested units were settled in shares of Class A Common Stock. Restricted stock units convert into common stock on a one-for-one basis. In connection with the vesting of the units, 1,680 shares of Class A Common Stock were withheld by the registrant in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the units. The number of shares of Class A Common Stock underlying the reporting person's restricted stock units was adjusted in connection with, and to reflect the impact of, the transaction pursuant to which the registrant spun off its International Seaways, Inc. subsidiary. These 5,144 restricted stock units vested on December 18, 2016 and were settled in shares of Class A Common Stock as reported in Table I on this Form 4. /s/ Deanna Marshall, Attorney-in-Fact, pursuant to a power of attorney attached hereto 2017-03-10