Sec Form 4 Filing - CYRUS CAPITAL PARTNERS, L.P. @ OVERSEAS SHIPHOLDING GROUP INC - 2014-08-21

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 CYRUS CAPITAL PARTNERS, L.P. 2. Issuer Name and Ticker or Trading Symbol OVERSEAS SHIPHOLDING GROUP INC [ OSGIQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 339 PARK AVENUE, 39TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/21/2014 S 250,000 D $ 3.65 57,766,268 ( 1 ) I By investment manager to Cyrus Polaris II LLC ( 2 ) ( 3 )

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 CYRUS CAPITAL PARTNERS, L.P. 339 PARK AVENUE, 39TH FLOOR NEW YORK, NY10022 X CYRUS CAPITAL PARTNERS GP, LLC 339 PARK AVENUE, 39TH FLOOR NEW YORK, NY10022 X FREIDHEIM STEPHEN C 339 PARK AVENUE, 39TH FLOOR NEW YORK, NY10022 X Signatures Cyrus Capital Partners, L.P., By: /s/ Thomas Stamatelos, Name: Thomas Stamatelos, Title: Authorized Signatory 08/22/2014 Signature of Reporting Person Date Cyrus Capital Partners GP, L.L.C., By: /s/ Stephen C. Freidheim, Name: Stephen C. Freidheim, Title: Manager 08/22/2014 Signature of Reporting Person Date By: /s/ Stephen C. Freidheim, Name: Stephen C. Freidheim 08/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For reporting purposes, the aggregate amount of Class A Common Stock deemed to be beneficially owned is calculated based on an aggregate of 49,399,028 shares of Issuer Class A Common Stock and 8,367,240 shares of Class A Common Stock issuable upon the exercise of 8,367,240 Warrants. ( 2 )As the principal of Cyrus Capital Partners, L.P ("CCP"), the investment manager to Cyrus Polaris II LLC, and as the principal of Cyrus Capital Partners GP, L.L.C. ("CCPGP"), the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 3,336,789 shares of Class A Common Stock owned by Cyrus Polaris II LLC following the disposition reported above. Further, as the principal of CCP and as the principal of CCPGP, Stephen C. Freidheim may also continue to be deemed to be the beneficial owner of a portion of shares of Class A Common Stock owned by ( 3 )(continued from footnote 2) Cyrus Polaris LLC and certain other funds, respectively, to which CCP is the investment manager, which were reported on Form 3 on August 19, 2014, and which comprise in aggregate the remaining 57,766,268 shares of Class A Common Stock included within the total shown in box 5 of table I above. All discretion over the investment activities Cyrus Polaris II LLC, Cyrus Polaris LLC and such other funds has been granted to CCP. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Polaris II LLC, Cyrus Polaris LLC and such other funds.

Remarks: Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but this filing shall not be deemed an admission that any Reporting Person is or was, for the purposes of Section 16 of the Act or otherwise, a beneficial owner of any securities of the Issuer. Such beneficial ownership is and was expressly disclaimed by each of the Reporting Persons except to the extent of their pecuniary interests.

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.