SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Norton Samuel H

(Last)

(First)

(Middle)

C/O OVERSEAS SHIPHOLDING GROUP, INC.

302 KNIGHTS RUN AVE, SUITE 1200

(Street)

TAMPA

33602

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/27/2024		A		178,283⁽¹⁾⁽²⁾	A	$0.00	2,446,579	D
Class A Common Stock	02/27/2024		F		44,191⁽³⁾	D	$5.27	2,402,388⁽⁴⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units⁽²⁾	$0.00	02/27/2024		M			90,042	⁽²⁾	⁽²⁾	Class A Common Stock	83,739	$0.00	83,739	D
Performance Restricted Stock Units⁽¹⁾	$0.00	02/27/2024		M			90,042	⁽¹⁾	⁽¹⁾	Class A Common Stock	94,544	$0.00	94,544	D

Explanation of Responses:

1. Represents vesting of performance-based restricted stock units ("PRSU") granted on March 23, 2021, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. On February 27, 2024, the Compensation Committee certified at 105% 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 12/31/2023. Each unit represents the right to acquire one share of Class A Common Stock.

2. Represents vesting of performance-based restricted stock units ("PRSU") granted on March 23, 2021, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. On February 27, 2024, the Compensation Committee certified at 93% achievement these PRSU awards based on the Company's cumulative return on invested capital ("ROIC") relative to the Company's budgeted ROIC for the three-year performance period ended 12/31/2023. Each unit represents the right to acquire one share of Class A Common Stock.

3. 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 of the PRSUs described in Footnotes (1) & (2).

4. Shares are held in a revocable trust in which Mr. Norton is sole trustee.

	/s/ Samuel H Norton by Deanna Marshall, Attorney-in-fact	02/29/2024
	** Signature of Reporting Person	Date
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