Sec Form 13D Filing - CF Partners Capital Management LLP filing for OVERSEAS SHIPHOLDING GROUP INC (OSG) - 2020-03-13

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).

(1)

Calculated based on 85,675,594 shares of Class A common stock, $0.01 par value, of Overseas Shipholding Group, Inc., outstanding as of November 6, 2019, as reported in Overseas Shipholding Group, Inc.’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2019.

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CUSIP No. 018490102

Page 3 of 5 Pages

This Amendment No. 2 (“Amendment No. 2”) 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, as amended by Amendment No. 1 filed on April 12, 2019 (together with this Amendment No. 2, the “Schedule 13D”).

 Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the 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 March 9, 2020, the Reporting Person (as defined below) beneficially owned an aggregate of 4,457,151 shares of Common Stock, representing 5.20% of the issued and outstanding shares of Common Stock of the Issuer, as described below.

 

ITEM 3.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

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 the filing of Amendment No. 1, 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

(a), (b)   Based upon information contained in the Issuer’s Annual Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2019, the shares of Common Stock deemed to be indirectly beneficially owned by the Controlled Accounts constitute approximately 5.20% 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

 

SIGNATURES

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.

Date: March 13, 2020

 

 

 

 

Exhibit 99.1

TRADING DATA OF THE REPORTING PERSON

FROM APRIL 12, 2019 TO MARCH 9, 2020