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Filing Details

Accession Number:: 0000075208-20-000032
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-24 16:50:25
Reporting Period:: 2020-03-20

Accepted Time:: 2020-03-24 16:50:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
75208	Overseas Shipholding Group Inc	OSG	Deep Sea Foreign Transportation Of Freight (4412)	132637623

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1616545	H Samuel Norton	302 Knights Run Ave, Suite 1200 Tampa FL 33602	President And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2020-03-20	47,252	$1.97	1,418,956	No	4	P	Direct
Class A Common Stock	Acquisiton	2020-03-22	52,557	$0.00	1,471,513	No	4	A	Direct
Class A Common Stock	Disposition	2020-03-22	15,555	$1.99	1,455,958	No	4	F	Direct
Class A Common Stock	Acquisiton	2020-03-23	2,751	$0.00	1,458,709	No	4	A	Direct
Class A Common Stock	Disposition	2020-03-23	1,083	$1.87	1,457,626	No	4	F	Direct
Class A Common Stock	Acquisiton	2020-03-23	30,000	$1.98	1,487,626	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units	Disposition	2020-03-22	52,557	$0.00	52,557	$0.00
Class A Common Stock	Restricted Stock Units	Disposition	2020-03-23	2,751	$0.00	2,751	$0.00
Class A Common Stock	Restricted Stock Units	Acquisiton	2020-03-23	261,571	$0.00	261,571	$0.00
Class A Common Stock	Performance Restricted Stock Units	Acquisiton	2020-03-23	130,785	$0.00	130,785	$0.00
Class A Common Stock	Performance Restricted Stock Units	Acquisiton	2020-03-23	130,785	$0.00	130,785	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
105,115	No	4	M	Direct
0	No	4	M	Direct
261,571	No	4	A	Direct
130,785	No	4	A	Direct
261,570	No	4	A	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions with prices ranging from $1.84 to $2.00 inclusive. The reporting person undertakes to provide to Overseas Shipholding Group Inc., any security holder of Overseas Shipholding Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.
Shares are held in a revocable trust in which Mr. Norton is the sole trustee.
Represents partial vesting of restricted stock units granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan. The units vest as to one-third of such units on the first, second and third anniversaries of March 22, 2019. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.
Represents shares of Class A Common Stock withheld by the registrant in payment of the reporting person's tax withholding liability incurred as a result of the vesting the Restricted Stock Units.
Represents partial vesting of restricted stock units granted on March 23, 2017 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan. The units vest as to one-third of such units on the first, second and third anniversaries of March 23, 2017. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions with prices ranging from $1.93 to $2.00 inclusive. The reporting person undertakes to provide to Overseas Shipholding Group Inc., any security holder of Overseas Shipholding Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.
These restricted stock units were granted pursuant to the Overseas Shipholding Group, Inc. ("OSG") Incentive Compensation Plan for Management (the "Plan") and vest as to one-third of such units on each of the first, second and the third anniversaries of March 23, 2020 (the "Vesting Commencement Date"). Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion. Settlement must occur no later than 60 days following the vesting of the units.
These restricted stock units were granted pursuant to the Plan and vest on December 31, 2022 at the end of the three-year performance period. Each unit represents the right to acquire one share of Class A Common Stock, subject to the satisfaction of the applicable performance goal. Settlement of the vested units may be in either shares of Class A Common Stock or cash, as determined by the Committee in its discretion. Settlement must occur no later than 60 days after the date of the Committee's certification following the end of the performance period of the level of attainment of the applicable performance goal.