Michael Thompson‘s BHR Capital has reduced its position in Overseas Shipholding Group Inc (NYSEMKT:OSG) according to a recently amended filing with the Securities and Exchange Commission. According to its 13F filing for the March 31 reporting period, BHR Capital held approximately 10.1 million shares of the company, which have since undergone a 1:6 reverse stock split on June 13. The fund now holds some 1.37 million shares plus warrants that could be turned into 3.07 million shares, thus giving it economic exposure to 6.5% of the company’s common stock.
Overseas Shipholding Group Inc (NYSEMKT:OSG) provides ocean transportation services for oil companies and operates a fleet of 79 vessels. The stock has a market cap of $5.3 billion and trades at a trailing Price-to-Earnings (P/E) ratio of just 4.0, significantly lower than the industry average of 248 according to data compiled by Yahoo! Finance. The company is scheduled to release its second quarter results on August 8 before the market open, with analysts projecting $0.26 in earnings per share.
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Hedge fund interest in Overseas Shipholding Group Inc (NYSEMKT:OSG) surged during the first quarter of 2016, as the number of long positions held by the funds in our database jumped to 19 at the end of March, from ten registered three months earlier. Randall Smith‘s Alden Global Capital is betting big on this stock, holding the largest stake among the funds followed by Insider Monkey. Alden’s holding amounted to 22.9 million shares (approximately 3.82 million after the reverse split), unchanged during the quarter. Christian Leone‘s Luxor Capital Group was not far behind, having reported ownership of 12.4 million (2.06 million post-split) shares, down by 36% during the quarter.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BHR Capital | 4,449,264 | 0 | 4,449,264 | 011 | 4,449,264 | 6.5% |
| BHR-OSG On-Shore Funding | 4,050,307 | 0 | 4,050,307 | 011 | 4,050,307 | 5.9% |
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Page 1 of 6 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Overseas
Shipholding Group, Inc.
(Name of Issuer)
Class A Common Stock (par value $0.01 per share)
(Title of Class of Securities)
69036R103
(CUSIP Number)
Michael Falk
BHR Capital LLC
733
Third Avenue, 15th Floor
New York, NY 10017
(212) 378-0830
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 15, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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Page 2 of 6 – SEC Filing
| CUSIP No. 69036R103 |
| 1. | Names of BHR Capital LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,449,264 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 4,449,264 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,449,264 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 6.5% | |||||
| 14. | Type of Reporting Person (See IA | |||||
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Page 3 of 6 – SEC Filing
| CUSIP No. 69036R103 |
| 1. | Names of BHR-OSG On-Shore Funding LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,050,307 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 4,050,307 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,050,307 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 5.9% | |||||
| 14. | Type of Reporting Person (See OO | |||||
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Page 4 of 6 – SEC Filing
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and restated in its entirety
as follows:
(a) Rows 11-13 of the cover page of this Schedule 13D with respect to each Reporting Person is incorporated herein by reference.
The Reporting Persons beneficial ownership include 3,078,181 shares of Class A Common Stock issuable upon exercise of 16,200,956 Class A Warrants. The
percentage of Class A Common Stock beneficially owned is based on approximately 65,612,275 shares of Class A Common Stock outstanding. The Reporting Persons derived this outstanding share amount based on 393,673,653 shares of Class A Common Stock
outstanding as of May 5, 2016, as reported in the Issuers Form 10-Q filed on May 10, 2016, and giving effect to a 1:6 reverse stock split that occurred on June 13, 2016, as reported in the Issuers Form 8-K filed on June 7, 2016.
(b) Rows 7-10 of the cover page of this Schedule 13D with respect to each Reporting Person is incorporated herein by reference.
(c) Schedule A sets forth the Reporting Persons transactions in the Class A Common Stock and Class A Warrants in the sixty days prior to December 15,
2015, March 29, 2016, May 2, 2016 and June 13, 2016. On June 13, 2016, the Issuer effected a 1:6 reverse stock split. As a result of the reverse stock split, (i) BHR Master and BHR-OSG directly hold 398,957 and 972,126 shares of Class A Common
Stock, respectively and (ii) the 16,200,956 Class A Warrants held by BHR-OSG became exercisable for 3,078,181 shares of Class A Common Stock.
(d) Not applicable.
(e) Not applicable.
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Page 5 of 6 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 13, 2016
| BHR CAPITAL LLC | ||
| By: | /s/ Michael Falk | |
| Name: | Michael Falk | |
| Title: | Chief Financial Officer | |
| BHR-OSG ON-SHORE FUNDING LLC | ||
| By: | BHR Capital LLC | |
| By: | /s/ Michael Falk | |
| Name: | Michael Falk | |
| Title: | Chief Financial Officer of BHR Capital LLC, | |
| its Managing Member |
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Page 6 of 6 – SEC Filing
Schedule A
| Date | Transaction | Reporting Person | Shares | Price per share | ||||||||
| December 15, 2015 | Receipt of stock dividend from the Issuer | BHR Capital | 1,267,083 | N/A | ||||||||
| December 15, 2015 | Receipt of stock dividend from the Issuer | BHR-OSG | 530,250 | N/A | ||||||||
| February 25, 2016 | Open market sale | BHR Capital | 7,248 | $ | 2.14 | |||||||
| February 26, 2016 | Open market sale | BHR Capital | 32,152 | $ | 2.12 | |||||||
| February 29, 2016 | Open market sale | BHR Capital | 17,500 | $ | 2.08 | |||||||
| March 1, 2016 | Open market sale | BHR Capital | 193,330 | $ | 2.07 | |||||||
| March 2, 2016 | Open market sale | BHR Capital | 237,835 | $ | 2.08 | |||||||
| March 3, 2016 | Open market sale | BHR Capital | 61,568 | $ | 2.08 | |||||||
| March 23, 2016 | Open market sale | BHR Capital | 1,328,718 | 1 | $ | 2.15 | ||||||
| March 29, 2016 | Open market sale | BHR Capital | 116,522 | $ | 1.93 | |||||||
| March 29, 2016 | Open market sale | BHR Capital | 7,611,267 | 2 | $ | 2.00 | ||||||
| March 30, 2016 | Open market sale | BHR Capital | 188,955 | $ | 1.95 | |||||||
| March 31, 2016 | Open market sale | BHR Capital | 2,878,122 | $ | 1.87 | |||||||
| April 20, 2016 | Open market sale | BHR Capital | 87,400 | $ | 2.12 | |||||||
| April 21, 2016 | Open market sale | BHR Capital | 61,633 | $ | 2.11 | |||||||
| April 22, 2016 | Open market sale | BHR Capital | 123,338 | $ | 2.10 | |||||||
| April 25, 2016 | Open market sale | BHR Capital | 60,816 | $ | 2.06 | |||||||
| April 26, 2016 | Open market sale | BHR Capital | 54,181 | $ | 2.07 | |||||||
| April 27, 2016 | Open market sale | BHR Capital | 36,665 | $ | 2.05 | |||||||
| May 2, 2016 | Open market sale | BHR Capital | 425,240 | $ | 2.00 | |||||||
| May 3, 2016 | Open market sale | BHR Capital | 120,015 | $ | 1.99 | |||||||
| May 4, 2016 | Open market sale | BHR Capital | 971,263 | $ | 1.97 | |||||||
| 1 | Represents the sale of 1,163,501 Class A Warrants that were exercisable for 1,328,718 shares of Class A Common Stock. |
| 2 | Represents the sale of 6,664,858 Class A Warrants that were exercisable for 7,611,267 shares of Class A Common Stock. |
