FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carpenter Geoffrey
2. Issuer Name and Ticker or Trading Symbol

OVERSEAS SHIPHOLDING GROUP INC [ OSG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President and Treasurer
(Last)          (First)          (Middle)

600 THIRD AVENUE, 39TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/29/2016
(Street)

NEW YORK, NY 10016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $.01 per share   9/26/2016     J (1) (2)    1116   (1) (2) A   (1) (2) 1771   (1) (2) D    
Class A Common Stock, par value $.01 per share   9/26/2016     F (1) (2)    461   (1) (2) D   (1) (2) 1310   (1) (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (2) (3) $0   9/29/2016     J   (2) (3)       1116   (1) (2)     (2) (3)   (2) (3) Class A Common Stock   1116   (2) (3) $0   1116   D    

Explanation of Responses:
( 1)  As previously reported, on December 17, 2005 Overseas Shipholding Group, Inc. (the "Issuer") paid a stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock and one share of Class A Common Stock for every ten shares of Class B Common Stock. On June 13, 2016 the Issuer effected a reverse stock split of one new share of Class A Common Stock for every six existing shares of Class A Common Stock. As a result of the foregoing action on June 13, 2016, the 3,935 shares of Class A Common Stock that the Reporting Person owned on December 17, 2015 became 655 shares of Class A Common Stock.
( 2)  These 1,116 shares of Class A Common Stock were acquired upon the vesting of 1,116 restricted stock units on September 29, 2016 (such number adjusted from 6,088 restricted stock units because of the two actions described in note 1) pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan, which vested units were settled in shares of Class A Common Stock. In connection with the vesting of the units, 461 units were withheld by Overseas Shipholding Group, Inc. in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the units.
( 3)  These 1,116 restricted stock units vested on September 29, 2016 and were settled in shares of Class A Common Stock as reported in Table I on this Form 4. The 1,116 restricted stock units owned following the vesting of the 1,116 restricted stock units have been adjusted to reflect the actions described in notes 1 and 2.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carpenter Geoffrey
600 THIRD AVENUE
39TH FLOOR
NEW YORK, NY 10016


Vice President and Treasurer

Signatures
/s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 10/3/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Overseas Shipholding (NYSE:OSG)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Overseas Shipholding Charts.
Overseas Shipholding (NYSE:OSG)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Overseas Shipholding Charts.