Sec Form 4 Filing - BLACKLEY IAN T @ OVERSEAS SHIPHOLDING GROUP INC - 2016-09-29

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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)
09/29/2016
(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 A Common Stock, par value $.01 per share 09/29/2016 J( 1 )( 2 ) 3,348 ( 1 ) ( 2 ) A 15,748.72 ( 1 ) ( 2 ) D
Class A Common Stock, par value $.01 per share 05/27/2016 F( 1 )( 2 ) 1,727 ( 1 ) ( 2 ) D 14,021.72 ( 1 ) ( 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
Restricted Stock Units ( 2 ) ( 3 ) $ 0 09/29/2016 J( 2 )( 3 ) 3,348 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 3,348 ( 2 ) ( 3 ) $ 0 3,349 ( 2 ) ( 3 ) D
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 10/03/2016
Signature of Reporting Person Date
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 74,404.326 shares of Class A Common Stock that the Reporting Person owned on May 27, 2016 became 12,400.72 shares of Class A Common Stock.
( 2 )These 3,348 shares of Class A Common Stock were acquired upon the vesting of 3,348 restricted stock units on September 29, 2016 (such number adjusted from 18,265 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, 1,727 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 3,348 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 3,349 restricted stock units owned following the vesting of the 3,348 restricted stock units have been adjusted to reflect the actions described in notes 1 and 2.

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