X0206 3 2014-08-05 0 0000075208 OVERSEAS SHIPHOLDING GROUP INC OSGIQ 0001166564 CYRUS CAPITAL PARTNERS, L.P. 339 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 0 0 1 0 0001166774 CYRUS CAPITAL PARTNERS GP, LLC 339 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 0 0 1 0 0001251783 FREIDHEIM STEPHEN C 339 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 0 0 1 0 0001615536 Cyrus Polaris LLC 339 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 0 0 1 0 Class A Common Stock 33441659 I By investment manager to Cyrus Polaris LLC Class A Common Stock 3636789 I By investment manager to Cyrus Polaris II LLC Class A Common Stock 9826873 I By investment manager to CYR Fund, L.P. Class A Common Stock 2793707 I By investment manager to Crescent 1, L.P. Warrant 0.01 2039-08-05 Class A Common Stock 8367240 I By investment manager to Crescent 1, L.P. For reporting purposes, the aggregate amount of Class A Common Stock deemed to be beneficially owned is calculated based on an aggregate of 49,699,028 shares of Issuer Class A Common Stock and 8,367,240 shares of Class A Common Stock issuable upon the exercise of 8,367,240 Warrants. As the principal of Cyrus Capital Partners, L.P. ("CCP"), the investment manager to Cyrus Polaris LLC, and as the principal of Cyrus Capital Partners GP, L.L.C. ("CCPGP"), the general partner of CCP, Stephen C. Freidheim may be deemed to be the beneficial owner of a portion of the 33,441,659 shares of Class A Common Stock owned by Cyrus Polaris LLC. All discretion over Cyrus Polaris LLC's investment activities has been granted to CCP. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Polaris LLC. As the principal of CCP, the investment manager to Cyrus Polaris II LLC, and as the principal of CCPGP, the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 3,636,789 shares of Class A Common Stock owned by Cyrus Polaris II LLC. All discretion over Cyrus Polaris II LLC's investment activities has been granted to CCP. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Polaris II LLC. As the principal of CCP, the investment manager to CYR Fund, L.P., and as the principal of CCPGP, the general partner of CCP and the managing member of Cyrus Capital Advisors, L.L.C. ("CCA"), Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 9,826,873 shares of Class A Common Shares of Issuer owned by CYR Fund, L.P. An affiliate of CCP, CCA, serves as the general partner to CYR Fund, L.P. and has granted all discretion over CYR Fund, L.P.'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in CYR Fund, L.P. As the principal of CCP, the investment manager to Crescent 1, L.P., and as the principal of CCPGP, the general partner of CCP and the managing member of CCA, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 2,793,707 shares of Class A Common Shares of Issuer owned by Crescent 1, L.P. An affiliate of CCP, CCA, serves as the general partner to Crescent 1, L.P. and has granted all discretion over Crescent 1, L.P..'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in Crescent 1, L.P. As the principal of CCP, the investment manager to Crescent 1, L.P., and as the principal of CCPGP, the general partner of CCP and the managing member of CCA, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 8,367,240 Warrants of Issuer owned by Crescent 1, L.P. An affiliate of CCP, CCA, serves as the general partner to Crescent 1, L.P. and has granted all discretion over Crescent 1, L.P..'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in Crescent 1, L.P. The Warrants may be exercised only with the Issuer's consent and subject to certain restrictions set forth in the Issuer's organizational documents. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but this filing shall not be deemed an admission that any Reporting Person is or was, for the purposes of Section 16 of the Act of otherwise, a beneficial owner of any securities of the Issuer. Such beneficial ownership is and was expressly disclaimed by each of the Reporting Persons except to the extent of their pecuniary interests. Cyrus Capital Partners, L.P., /s/ Thomas Stamatelos, Name: Thomas Stamatelos, Title: Authorized Signatory 2014-08-19 Cyrus Capital Partners GP, L.L.C., /s/ Stephen C. Freidheim, Name: Stephen C. Freidheim, Title: Manager 2014-08-19 /s/ Stephen C. Freidheim, Name: Stephen C. Freidheim 2014-08-19 Cyrus Polaris LLC, /s/ Thomas Stamatelos, Name: Thomas Stamatelos, Title: Authorized Signatory 2014-08-19