Sec Form 4 Filing - Trueblood Richard @ OVERSEAS SHIPHOLDING GROUP INC - 2022-02-25

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
Trueblood Richard
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 & CFO
(Last) (First) (Middle)
C/O OVERSEAS SHIPHOLDING GROUP, INC., 302 KNIGHTS RUN AVE, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2022
(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 02/25/2022 A 15,492( 1 ) A $ 0( 1 ) 144,748 D
Class A Common Stock 02/25/2022 F 3,773( 2 ) D $ 1.92 140,975 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( 3 ) $ 0 02/25/2022 M 26,712 ( 3 ) ( 3 ) Class A Common Stock 26,712 $ 0 0 D
Performance Restricted Stock Units( 1 ) $ 0 02/25/2022 M 26,712 ( 1 ) ( 1 ) Class A Common Stock 26,712 $ 0 15,492 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Trueblood Richard
C/O OVERSEAS SHIPHOLDING GROUP, INC.
302 KNIGHTS RUN AVE, SUITE 1200
TAMPA, FL33602
VP & CFO
Signatures
/s/Richard Trueblood 03/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents vesting of performance-based restricted stock units ("PRSU") granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc.("OSG") Management Incentive Compensation Plan. On February 25, 2022 the Compensation Committee certified at 58% 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 12/31/2021. 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 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 Footnote (1).
( 3 )Represents vesting of performance-based restricted stock units ("PRSUs") granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan. On February 25, 2022 the Human Resources and Compensation Committee certified these PRSU awards at 0% achievement based on the Company's cumulative return on invested capital ("ROIC") relative to the Company's budgeted ROIC for the performance period ended 12/31/2021. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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