Filing Details
- Accession Number:
- 0000898432-20-000700
- Form Type:
- 13D Filing
- Publication Date:
- 2020-08-04 17:03:46
- Filed By:
- Saltchuk Resources, Inc.
- Company:
- Overseas Shipholding Group Inc (NYSE:OSG)
- Filing Date:
- 2020-08-04
- 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 |
---|---|---|---|---|---|---|
Saltchuk Resources, Inc | 14,115,798 | 0 | 14,115,798 | 0 | 16.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(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)
69036R863
(CUSIP Number)
●
c/o Saltchuk Resources, Inc.
450 Alaskan Way South, Suite 708
Seattle, Washington 98104
(206) 652-1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 2020
(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), Rule 13d-1(f) or Rule
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(b) 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).
1 | Name of Reporting Person Saltchuk Resources, Inc. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |||||
6 | Citizenship or Place of Organization Washington | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | Sole Voting Power 14,115,798 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 14,115,798 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Reporting Person 14,115,798 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||||
13 | Percent of Class Represented by Amount in Row (11) 16.4%1 | |||||
14 | Type of Reporting Person CO |
1 Calculated based on 85,979,111 shares of Class A common stock, $0.01 par value per share (the “Common Stock”), of Overseas Shipholding Group, Inc. (the “Issuer”), outstanding as of
May 6, 2020, comprised of 85,979,111 shares of Common Stock, and excluding penny warrants exercisable into 3,654,890 shares of Common Stock, as reported in the Issuer’s
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 11, 2020.
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
Funds used to purchase shares of Common Stock between July 6, 2020 and the date of filing of this schedule were derived from working capital of the Reporting Person. The
Reporting Person paid $6,399,224.08 plus $127,984.48 in broker commissions to acquire the shares of Common Stock.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) The Reporting Person may be deemed to beneficially own 14,115,798 shares of Common Stock of the Issuer. Based upon information contained in the Issuer’s Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on May 11, 2020, the shares of Common Stock deemed to be beneficially owned by the Reporting Person constitute approximately 16.4% of the issued and outstanding shares of Common Stock of the Issuer. The Reporting Person has sole voting power and sole dispositive power with respect
to the 14,115,798 shares of Common Stock.
(c) Within the past 60 days, the Reporting Person has effected transactions in the Common Stock of the Issuer as follows:
Date of Transaction | Number of Shares of Common Stock | Price per Share |
07/06/2020 | 90,000 | $1.90 |
07/07/2020 | 142,278 | $1.94 |
07/08/2020 | 10,809 | $2.00 |
07/09/2020 | 204,064 | $2.00 |
07/13/2020 | 45,671 | $2.00 |
07/22/2020 | 200,000 | $2.16 |
07/22/2020 | 1,152,125 | $2.55 |
07/23/2020 | 750,000 | $2.50 |
07/23/2020 | 84,933 | $2.20 |
Each of the above transactions was an open market transaction with the exception of the purchase of 1,152,125 shares of Common
Stock on July 22, 2020 and the purchase of 750,000 shares of Common Stock on July 23, 2020, each of which were private transactions.
None of the persons listed on Schedule I of the Schedule 13D have effected transactions in the Common Stock of the Issuer within the past 60 days.
(d) To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
securities of the Issuer deemed to be beneficially owned by the Reporting Person.
(e) Not applicable.
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: August 4, 2020
/s/ Steven E. Giese | |
By: Steven E. Giese Title: Senior V.P. and CFO | |