Freidheim Stephen C Form 4 OVERSEAS SHIPHOLDING / STEPHEN C FREIDHEIM ownership change

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).

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

399 PARK AVENUE

39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OSGIQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2016

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01	06/20/2016		P		323,705(1)	A	$11.5328	9,380,189(2)(3)	I	See footnote(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$0.01	06/20/2016		P		2,824,464(5)		(6)	08/05/2039	Class A Common Stock	537,589	$2.1929	11,191,704(2)(7)	I	See footnote(4)
Warrant	$0.01	06/20/2016		P		293,031(8)		(6)	08/05/2039	Class A Common Stock	55,773	$2.1929	11,484,735	I	See footnote(4)
Warrant	$0.01	06/20/2016		P		1,104,950(9)		(6)	08/05/2039	Class A Common Stock	210,308	$2.1929	12,589,685	I	See footnote(4)
Warrant	$0.01	06/20/2016		P		1,261,697(10)		(6)	08/05/2039	Class A Common Stock	240,142	$2.1929	13,851,382	I	See footnote(4)

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

399 PARK AVENUE

39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FREIDHEIM STEPHEN C

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS GP, LLC

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Common Stock were purchased by Cyrus Canary Fund, L.P.

2. The number of shares reported in this Form 4 reflects: (i) the 1-for-6 reverse stock split effective on June 13, 2016 (the "Reverse Stock Split") and (ii) the stock dividend of 0.01 share of Class A Common Stock for each share of Class A Common Stock held by the Reporting Persons as of the record date of December 3, 2015 (the "Stock Dividend").

3. As a result of the Stock Dividend, the Reporting Persons received 4,939,899 shares of Class A Common Stock (prior to giving effect to the Reverse Stock Split) in respect of the Stock Dividend.

4. 9,380,189 shares of Class A Common Stock and 13,851,382 Warrants to purchase 2,636,376 shares of Class A Common Stock are held directly by: (i) Cyrus Polaris LLC, (ii) Cyrus Polaris II LLC, (iii) CYR Fund, L.P., (iv) Crescent 1, L.P. and (v) Cyrus Canary Fund, L.P (collectively, the "Cyrus Funds"). In addition, 33,333 shares of restricted Class A Common Stock are held by Cyrus Capital Partners, L.P ("CCP"). CCP serves as the investment manager to the Cyrus Funds. Cyrus Capital Partners GP, L.L.C. ("CCPGP") serves as the general partner of CCP. Stephen C. Freidheim serves as the principal of both CCP and CCPGP. All discretion over the investment activities of the Cyrus Funds has been delegated to CCP. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.

5. These Warrants were purchased by Cyrus Polaris LLC.

6. The Warrants may be exercised only subject to certain restrictions set forth in the terms of the Warrants and the Issuer's organizational documents.

7. The number of shares underlying the Warrants reported in this Form 4 also reflects the cash dividend of $0.08 paid on March 25, 2016 for each share of Class A Common Stock held by the Reporting Persons as of the record date of March 18, 2016 (the "Cash Dividend"). In connection with the Stock Dividend and the Cash Dividend, in accordance with the terms of the Warrants, the Warrants automatically adjusted so that the Reporting Persons became entitled to receive, upon exercise, an aggregate of 1,188,148 additional shares of Class A Common Stock (prior to giving effect to the Reverse Stock Split) in respect of both the Stock Dividend and the Cash Dividend.

8. These Warrants were purchased by Cyrus Polaris II, LLC.

9. These Warrants were purchased by CYR Fund, L.P.

10. These Warrants were purchased by Cyrus Canary Fund, L.P.

Remarks:

Mr. Kronsberg serves on the Board of Directors of the Issuer as a representative of CCP. Accordingly, CCP, CCPGP and Mr. Freidheim are directors by deputization by virtue of the fact that Mr. Kronsberg currently sits on the board of directors of the Issuer.

	/s/ Cyrus Capital Partners, L.P., By: /s/ Thomas Stamatelos, Name: Thomas Stamatelos, Title: Authorized Signatory	06/22/2016
	/s/ Cyrus Capital Partners GP, L.L.C., By: /s/ Stephen C. Freidheim, Name: Stephen C. Freidheim, Title: Manager	06/22/2016
	/s/ Stephen C. Freidheim	06/22/2016
	** Signature of Reporting Person	Date
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