Filing Details
- Accession Number:
- 0000894579-19-000138
- Form Type:
- 13D Filing
- Publication Date:
- 2019-04-12 15:02:13
- Filed By:
- Cf Partners Capital Management Llp
- Company:
- Overseas Shipholding Group Inc (NYSE:OSG)
- Filing Date:
- 2019-04-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| CF Partners Capital Management LLP | 0 | 7,744,751 | 0 | 7,744,751 | 7,744,751 | 9.08% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| OVERSEAS SHIPHOLDING GROUP, INC. |
| (Name of Issuer) |
| Class A Common Stock (par value $0.01 per share) |
| (Title of Class of Securities) |
| 69036R 103 |
| (CUSIP Number) |
|
James A. McRobbie CF Partners Capital Management LLP 80 Hammersmith Road, 4th Floor London, United Kingdom W14 8UD +44 20 7348 3500 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 10, 2019 |
| (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 person's 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 ("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).
| CUSIP No. 018490102 | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| CF Partners Capital Management LLP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (See Instructions) | | | ||
| AF / OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| England and Wales | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 7,744,751 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 7,744,751 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 7,744,751 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 9.08%(1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | | ||
| OO, IA | | | |||
| | | ||||
| (1) | Calculated based on 85,263,690 shares of Class A common stock, $0.01 par value, of Overseas Shipholding Group, Inc., outstanding
as of March 4, 2019, as reported in Overseas Shipholding Group, Inc.’s Quarterly Report on Form 10-K, as filed with the Securities and Exchange Commission on March 15, 2019. |
This Amendment No. 1 (the “Amendment”) relates to the shares of Class A common stock, par value $0.01 per
share (the “Common Stock”), of Overseas Shipholding Group, Inc., a Delaware corporation (the “Issuer”), and further amends and supplements the Schedule 13D filed by the Reporting Person on November 20, 2018 (the “Original Schedule 13D”). This Amendment No. 1 amends the Original Schedule 13D as specifically set forth herein, and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect.
All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of Overseas Shipholding Group, Inc., a Delaware corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 302 Knights Run Avenue, Tampa, Florida, 33602.
As of April 10, 2019, the Reporting Person (as defined below) beneficially owned an aggregate of 7,744,751 shares of
Common Stock, representing approximately 9.08% of the issued and outstanding shares of Common Stock of the Issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This
Amendment amends and restates Item 3 of the Original Schedule 13D in its entirety as set forth below:
The Reporting Person advises the Fund’s account and the Controlled Accounts, which acquired the shares of Common Stock of
the Issuer. In the sixty (60) days prior to the date of this Statement, the Reporting Person beneficially acquired for the Fund’s account and the Controlled Accounts an aggregate of 531,512 shares of Common Stock of the Issuer for total
consideration of $1,135,872.99. The source of funding for such transactions was derived from capital contributed by funds advised by the Reporting Person.
Exhibit 99.1, which is incorporated by reference into this Item 3 as if restated in full, describes all of the
transactions in shares of Common Stock that were effected in the past sixty (60) days by the Reporting Person for the benefit of the Fund and the Controlled Accounts. Except as set forth in Exhibit 99.1 attached hereto, within the last sixty (60)
days, no reportable transactions were effected by the Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
This Amendment amends
and restates Item 5(a) and (b) of the Original Schedule 13D in its entirety as set forth below:
(a), (b) Based upon information contained in the
Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 15, 2019, the shares of Common Stock deemed to be beneficially owned by the Fund constitute approximately 1.61% of the issued and outstanding shares
of Common Stock of the Issuer, and the shares of Common Stock deemed to be indirectly beneficially owned by the Controlled Accounts constitute approximately 7.47% of the issued and outstanding shares of Common Stock of the Issuer. The Reporting
Person, pursuant to its authority as the investment manager of the Fund and the Controlled Accounts, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of
Common Stock of the Issuer held by the Fund and the Controlled Accounts. The Reporting Person exercises this voting and investment power through its portfolio manager, Mr. Pellumbi, who disclaims beneficial ownership of the shares of Common Stock
held by the Fund and the Controlled Accounts.
As of the date hereof, the Reporting Person does not beneficially own any shares of Common Stock of the Issuer other than
the shares of Common Stock of the Issuer covered in this Statement.
ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT
| Exhibit 99.1 | | Trading Data of the Reporting Person. |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: April 12, 2019
| CF Partners Capital Management LLP | |||
| By: | /s/ James A. McRobbie | ||
| Name: James A. McRobbie | |||
| Title: Chief Compliance Officer | |||
EXHIBIT INDEX
| Exhibit | | Description |
| Exhibit 99.1 | | Trading Data of the Reporting Person. |
Exhibit 99.1
TRADING DATA OF THE REPORTING PERSON
FROM NOVEMBER 19, 2018 TO APRIL 10, 2019
| Date | Buyer / Seller | Shares of Class A Common Stock Purchased | Shares of Class A Common Stock Sold | Price Per Share |
| November 20, 2018 | Controlled Account | 13,300 | $2.18 | |
| November 20, 2018 | Fund | 12,600 | $2.18 | |
| November 20, 2018 | Controlled Account | 7,700 | $2.18 | |
| November 20, 2018 | Controlled Account | 36,400 | $2.18 | |
| November 21, 2018 | Controlled Account | 39,000 | $2.20 | |
| November 21, 2018 | Fund | 13,500 | $2.20 | |
| November 21, 2018 | Controlled Account | 14,250 | $2.20 | |
| November 21, 2018 | Controlled Account | 8,250 | $2.20 | |
| November 23, 2018 | Controlled Account | 14,250 | $2.19 | |
| November 23, 2018 | Fund | 13,500 | $2.19 | |
| November 23, 2018 | Controlled Account | 8,250 | $2.19 | |
| November 23, 2018 | Controlled Account | 39,000 | $2.19 | |
| November 26, 2018 | Controlled Account | 8,250 | $2.22 | |
| November 26, 2018 | Controlled Account | 14,250 | $2.22 | |
| November 26, 2018 | Controlled Account | 39,000 | $2.22 | |
| November 26, 2018 | Fund | 13,500 | $2.22 | |
| November 27, 2018 | Controlled Account | 19,000 | $2.23 | |
| November 27, 2018 | Controlled Account | 11,000 | $2.23 | |
| November 27, 2018 | Controlled Account | 52,000 | $2.23 | |
| November 27, 2018 | Fund | 18,000 | $2.23 | |
| November 29, 2018 | Controlled Account | -10,621 | $2.31 | |
| November 29, 2018 | Controlled Account | -29,068 | $2.31 | |
| November 29, 2018 | Controlled Account | -6,149 | $2.31 | |
| November 29, 2018 | Fund | -10,062 | $2.31 | |
| January 28, 2019 | Controlled Account | 4,270 | $1.81 | |
| January 28, 2019 | Fund | 4,045 | $1.81 | |
| January 28, 2019 | Controlled Account | 11,685 | $1.81 | |
| February 06, 2019 | Controlled Account | 7,712 | $1.79 | |
| February 06, 2019 | Fund | 2,670 | $1.79 | |
| February 06, 2019 | Controlled Account | 2,818 | $1.79 | |
| February 07, 2019 | Fund | 10,112 | $1.78 | |
| February 07, 2019 | Controlled Account | 10,674 | $1.78 | |
| February 07, 2019 | Controlled Account | 29,214 | $1.78 | |
| February 08, 2019 | Fund | 10,112 | $1.80 |
| February 08, 2019 | Controlled Account | 10,674 | $1.80 | |
| February 08, 2019 | Controlled Account | 29,214 | $1.80 | |
| February 11, 2019 | Controlled Account | 10,452 | $1.81 | |
| February 11, 2019 | Controlled Account | 32,022 | $1.81 | |
| February 11, 2019 | Fund | 30,337 | $1.81 | |
| February 11, 2019 | Controlled Account | 87,641 | $1.81 | |
| February 11, 2019 | Fund | 3,618 | $1.81 | |
| February 11, 2019 | Controlled Account | -150,000 | $1.81 | |
| February 11, 2019 | Controlled Account | 3,819 | $1.81 | |
| February 14, 2019 | Fund | 5,056 | $1.99 | |
| February 14, 2019 | Controlled Account | 21,348 | $1.99 | |
| February 14, 2019 | Fund | 20,225 | $1.99 | |
| February 14, 2019 | Controlled Account | 14,607 | $1.99 | |
| February 14, 2019 | Controlled Account | 5,337 | $1.99 | |
| February 14, 2019 | Controlled Account | -100,000 | $1.99 | |
| February 14, 2019 | Controlled Account | 58,427 | $1.99 | |
| February 21, 2019 | Fund | 1,554 | $1.96 | |
| February 21, 2019 | Controlled Account | 4,490 | $1.96 | |
| February 21, 2019 | Controlled Account | 1,641 | $1.96 | |
| February 22, 2019 | Controlled Account | 7,079 | $2.00 | |
| February 22, 2019 | Controlled Account | 2,586 | $2.00 | |
| February 22, 2019 | Fund | 2,450 | $2.00 | |
| February 25, 2019 | Controlled Account | 409 | $2.01 | |
| February 25, 2019 | Fund | 142 | $2.01 | |
| February 25, 2019 | Controlled Account | 149 | $2.01 | |
| February 26, 2019 | Controlled Account | 2,802 | $2.03 | |
| February 26, 2019 | Fund | 2,654 | $2.03 | |
| February 26, 2019 | Controlled Account | 7,667 | $2.03 | |
| February 27, 2019 | Controlled Account | 11,685 | $2.01 | |
| February 27, 2019 | Fund | 4,045 | $2.01 | |
| February 27, 2019 | Controlled Account | 4,270 | $2.01 | |
| February 28, 2019 | Controlled Account | 11,685 | $1.97 | |
| February 28, 2019 | Fund | 4,045 | $1.97 | |
| February 28, 2019 | Controlled Account | 4,270 | $1.97 | |
| March 01, 2019 | Controlled Account | 3,202 | $1.92 | |
| March 01, 2019 | Fund | 3,034 | $1.92 | |
| March 01, 2019 | Controlled Account | 8,764 | $1.92 | |
| March 05, 2019 | Controlled Account | 5,337 | $1.92 | |
| March 05, 2019 | Controlled Account | 14,607 | $1.92 | |
| March 05, 2019 | Fund | 5,056 | $1.92 | |
| March 27, 2019 | Controlled Account | 2,676 | $2.28 |
| March 27, 2019 | Controlled Account | 7,324 | $2.28 | |
| March 28, 2019 | Controlled Account | 6,690 | $2.30 | |
| March 28, 2019 | Controlled Account | 18,310 | $2.30 | |
| March 29, 2019 | Controlled Account | 25,634 | $2.30 | |
| March 29, 2019 | Controlled Account | 9,366 | $2.30 | |
| April 03, 2019 | Controlled Account | 22,000 | $2.19 | |
| April 03, 2019 | Controlled Account | 28,000 | $2.19 | |
| April 04, 2019 | Controlled Account | 17,493 | $2.17 | |
| April 04, 2019 | Controlled Account | 7,507 | $2.17 | |
| April 05, 2019 | Controlled Account | 73,239 | $2.16 | |
| April 05, 2019 | Controlled Account | 26,761 | $2.16 | |
| April 08, 2019 | Controlled Account | 6,690 | $2.13 | |
| April 08, 2019 | Controlled Account | 18,310 | $2.13 | |
| April 09, 2019 | Controlled Account | 6,404 | $2.09 | |
| April 09, 2019 | Controlled Account | 17,529 | $2.09 | |
| April 09, 2019 | Fund | 6,067 | $2.09 | |
| April 10, 2019 | Controlled Account | 43,820 | $2.17 | |
| April 10, 2019 | Fund | 15,169 | $2.17 | |
| April 10, 2019 | Controlled Account | 16,011 | $2.17 |