Sec Form 4 Filing - Mote Damon @ OVERSEAS SHIPHOLDING GROUP INC - 2021-02-25

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mote Damon 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) VP & Chief Admin Officer (Last) (First) (Middle) 302 KNIGHTS RUN AVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (Street) TAMPA, FL33602 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/25/2021 A 34,669 ( 1 ) ( 2 ) A $ 0 ( 1 ) ( 2 ) 115,182 D Class A Common Stock, par value $.01 per share 02/25/2021 F 10,241 ( 3 ) D $ 2.14 104,941 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Performance Restricted Stock Units ( 1 ) $ 0 02/25/2021 M 17,757 ( 1 ) ( 1 ) Class A Common Stock 17,757 $ 0 0 D Performance Restricted Stock Units ( 2 ) $ 0 02/25/2021 M 16,912 ( 2 ) ( 2 ) Class A Common Stock 16,912 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mote Damon 302 KNIGHTS RUN AVE, SUITE 1200 TAMPA, FL33602 VP & Chief Admin Officer Signatures /s/ Damon M. Mote 02/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting of performance-based restricted stock units ("PRSUs") granted on February 8, 2018 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan. On February 25, 2021 the Human Resources and Compensation Committee certified these PRSU awards at 105% achievement based on the Company's cumulative return on invested capital ("ROIC") relative to the Company's budgeted ROIC for the performance period ended 12/31/2020. 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. ( 2 )Represents vesting of performance-based restricted stock units ("PRSU") granted on February 8, 2018 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan. On February 25, 2021 the Compensation Committee certified at 100% achievement these PRSU awards based on the Company's three-year total shareholder return ("TSR") relative to the three-year TSR of the index chosen, with the performance period ended 12/31/2020. 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. ( 3 )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 PRSUs described in Footnotes (1) and (2).

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 Number.