Page 5 of 8 – SEC Filing This Amendment No. 2 (“Amendment No. 2“)
amends the statement on Schedule 13D filed with the SEC on May 8, 2015 (the “Original Schedule 13D“) as
amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on August 5, 2015 (“Amendment No.
1,” together with this Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D“) with
respect to Class A Common Stock, par value $0.01 per share (the “Class A Common Stock“), of Overseas
Shipholding Group, Inc., a Delaware corporation (the “Company“). Capitalized terms used herein and not
otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D or in Amendment No. 1.
This Amendment No. 2 amends Items 2(a), 3, 5 and 6 as set forth below.
Item 2. IDENTITY AND BACKGROUND Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed by the following (each, a “Reporting Person” and collectively, the “Reporting Persons“): (i) Cyrus Capital Partners, L.P. (“CCP“), a Delaware limited partnership and the advisor to Cyrus Polaris LLC, Cyrus Polaris II LLC, CYR Fund, L.P., Crescent 1, L.P. and Cyrus Canary Fund, L.P. (the “Cyrus Funds“) who holds all discretion over the investment activities of the Cyrus Funds, with respect to the Class A Common Stock directly owned by the Cyrus Funds; (ii) Cyrus Capital Partners GP, L.L.C. (“CCP GP“), a Delaware limited liability company and the general partner of CCP, with respect to the Class A Common Stock directly owned by the Cyrus Funds; and (iii) Stephen C. Freidheim, a United States citizen and the principal of CCP GP, the general partner of CCP, and the investment manager to the Cyrus Funds, with respect to the Class A Common Stock directly owned by the Cyrus Funds.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Class A Securities were acquired with $177,357,663.31 of working capital set aside by the Cyrus Funds for the general purpose of investing. No funds or consideration were borrowed or obtained for the purpose of acquiring the Class A Securities.
Item 5. IDENTITY AND BACKGROUND Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Class
A Common Stock and percentages of the Class A Common Stock beneficially owned by each of the Reporting Persons. The percentages
used in this Schedule 13D/A are calculated based upon 68,569,517 shares of Class A Common Stock outstanding as of June 21, 2016
according to information provided by the Issuer to the Reporting Persons in writing.
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This Amendment No. 2 (“Amendment No. 2“)
amends the statement on Schedule 13D filed with the SEC on May 8, 2015 (the “Original Schedule 13D“) as
amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on August 5, 2015 (“Amendment No.
1,” together with this Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D“) with
respect to Class A Common Stock, par value $0.01 per share (the “Class A Common Stock“), of Overseas
Shipholding Group, Inc., a Delaware corporation (the “Company“). Capitalized terms used herein and not
otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D or in Amendment No. 1.
This Amendment No. 2 amends Items 2(a), 3, 5 and 6 as set forth below.
| Item 2. | IDENTITY AND BACKGROUND | |
| Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: | ||
| (a) | This Schedule 13D is being filed by the following (each, a “Reporting Person” and collectively, the “Reporting Persons“): | |
| (i) | Cyrus Capital Partners, L.P. (“CCP“), a Delaware limited partnership and the advisor to Cyrus Polaris LLC, Cyrus Polaris II LLC, CYR Fund, L.P., Crescent 1, L.P. and Cyrus Canary Fund, L.P. (the “Cyrus Funds“) who holds all discretion over the investment activities of the Cyrus Funds, with respect to the Class A Common Stock directly owned by the Cyrus Funds; | |
| (ii) | Cyrus Capital Partners GP, L.L.C. (“CCP GP“), a Delaware limited liability company and the general partner of CCP, with respect to the Class A Common Stock directly owned by the Cyrus Funds; and | |
| (iii) | Stephen C. Freidheim, a United States citizen and the principal of CCP GP, the general partner of CCP, and the investment manager to the Cyrus Funds, with respect to the Class A Common Stock directly owned by the Cyrus Funds. | |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| The Class A Securities were acquired with $177,357,663.31 of working capital set aside by the Cyrus Funds for the general purpose of investing. No funds or consideration were borrowed or obtained for the purpose of acquiring the Class A Securities. | |
| Item 5. | IDENTITY AND BACKGROUND |
| Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Class A Common Stock and percentages of the Class A Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D/A are calculated based upon 68,569,517 shares of Class A Common Stock outstanding as of June 21, 2016 according to information provided by the Issuer to the Reporting Persons in writing. |
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