SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Zabrocky Lois K

(Last) (First) (Middle)
600 THIRD AVENUE
39TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OSG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and Pres. of Int'l FlagSBU
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2016
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $.01 per share 09/29/2016 J(1)(2) 3,348(1)(2) A (1) 5,721(1)(2) D
Class A Common Stock, par value $.01 per share 09/29/2016 F(1)(2) 1,238(1)(2) D (1) 4,483(1)(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0 09/29/2016 J(2)(3) 3,348(2)(3) (2)(3) (2)(3) Class A Common Stock 3,348(2)(3) $0 3,349(2)(3) D
Explanation of Responses:
1. 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.
2. 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.
3. 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 10/03/2016
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.