Sec Form 4 Filing - BLACKLEY IAN T @ OVERSEAS SHIPHOLDING GROUP INC - 2016-05-16

Insider filing report for Changes in Beneficial Ownership
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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
BLACKLEY IAN T
2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OSG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
600 THIRD AVENUE, 39TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2016
(Street)
NEW YORK, NY10016
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 B Common Stock, par value $.01 per share 05/16/2016 J( 1 ) 336.687 A $ 1.9053 3,906.484 ( 1 ) D
Class B Common Stock, par value $.01 per share 05/27/2016 J( 2 ) 3,906.484 D 0 D
Class A Common Stock, par value $.01 per share 05/27/2016 J( 2 ) 3,906.484 A $ 0 ( 2 ) 74,404.326 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLACKLEY IAN T
600 THIRD AVENUE
39TH FLOOR
NEW YORK, NY10016
X President and CEO
Signatures
/s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 06/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These 336.687 shares of Class B Common Stock were acquired as the result of the reinvestment on May 16, 2016 of the cash dividend of $0.17968 on the Class B Common Stock paid on May 13, 2016 with respect to the Reporting Person's 3,569.797 shares of Class B Common Stock pursuant to a dividend reinvestment program sponsored by the broker who holds these shares for the Reporting Person. The Reporting Person did not know about this reinvestment until recently.
( 2 )On May 27, 2016, all shares of Class B common stock were converted by the Registrant to an equal number of shares of Class A Common Stock.

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).
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