SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SMITH JANICE K. (Last) (First) (Middle) 666 THIRD AVENUE, 5TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/01/2010	3. Issuer Name and Ticker or Trading Symbol OVERSEAS SHIPHOLDING GROUP INC [ OSG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Risk Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $1.00 per share	1,520(1)	D
Common Stock, par value $1.00 per share	426(2)	I(2)	(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(3)	01/10/2018	Common Stock	2,729	$64.92	D
Stock Option (right to buy)	(4)	12/17/2018	Common Stock	4,328	$40.95	D

Explanation of Responses:

1. These shares of common stock were granted pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as amended (the "2004 Plan"). Of these 1,520 shares of common stock, 1,157 shares are subject to vesting restrictions. The reporting person becomes vested in 257 shares on December 17, 2010, 192 shares on January 10, 2011, 257 shares on December 17, 2011, 193 shares on January 10, 2012 and 258 shares on December 17, 2012.

2. The reporting person indirectly owns these 426 shares of common stock through the Overseas Shipholding Group, Inc. 2000 Employee Stock Ownership Plan.

3. The option to purchase these shares of common stock was granted pursuant to the 2004 Plan on January 10, 2008. The option is exercisable with respect to 1,819 of these shares and will become exercisable with respect to the remaining 910 shares shares on January 10, 2011.

4. The option to purchase these shares of common stock was granted pursuant to the 2004 Plan on December 17, 2008. The option is exercisable with respect to 1,442 of these shares and will become exercisable with respect to an additional 1,443 shares on each of December 17, 2010 and December 17, 2011.

Remarks:

	/s/James I. Edelson, as attorney-in-fact, pursuant to a power of attorney attached hereto	02/04/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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