Sec Form 4 Filing - FRIBOURG CHARLES @ OVERSEAS SHIPHOLDING GROUP INC - 2014-08-05

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

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1. Name and Address of Reporting Person FRIBOURG CHARLES 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 _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) 277 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2014 (Street) NEW YORK, NY10172 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 08/05/2014 J( 1 ) 6,695,244 A $ 3 ( 1 ) 6,695,244 I ( 1 ) (1) Class B Common Stock, par value $.01 per share 08/05/2014 J( 2 ) 13,611 A 13,611 ( 2 ) 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 Warrant for Class B C ommon Stock $ 0.01 08/05/2014 J( 3 ) 4,709 ( 3 ) 08/05/2029 Class B Common Stock 4,709 ( 3 ) 4,709 I ( 3 ) (3)

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIBOURG CHARLES 277 PARK AVENUE NEW YORK, NY10172 Former Director Signatures /s/James I. Edelson, Attorney-in-Fact pursuant to a power of attorney previously filed 08/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Class A shares of common stock were issued in connection with the equity rights offering under the Issuer's First Amended Joint Plan of Reorganization ("Plan") filed on May 26, 2014 with the U.S. Bankruptcy Court in the District of Delaware. These shares are held indirectly through an entity. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in these shares. ( 2 )These shares were issued pusuant to the Plan in exchange for the reporting person's shares of Common Stock of the Issuer. ( 3 )These warrants were issued pursuant to the Plan in exchange for shares of Common Stock of the Issuer. The warrants may be converted to shares of Class B common stock at any time issuance of such shares is permitted by the Issuer's by-laws concerning ownership of shares by non-United States citizens. These shares are owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these shares.

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).

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