SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
OVERSEAS SHIPHOLDING GROUP, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
69036R 103
(CUSIP Number)
Eric M. Albert
BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-5647
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 13, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see the Notes).
CUSIP No. 69036R 103
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,133,421 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,133,421 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,421 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
IA | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 70,806,901 shares of Class A Common Stock (as defined herein) of the Issuer (as defined herein) outstanding as of March 3, 2017, as reported on Form10-K (as defined herein). |
CUSIP No. 69036R 103
| 1 | NAMES OF REPORTING PERSONS
BlueMountain GP Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,133,421 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,133,421 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,421 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
OO | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 70,806,901 shares of Class A Common Stock of the Issuer outstanding as of March 3, 2017, as reported on Form10-K. |
CUSIP No. 69036R 103
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Nautical LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,133,421 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,133,421 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,421 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
OO | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 70,806,901 shares of Class A Common Stock of the Issuer outstanding as of March 3, 2017, as reported on Form10-K. |
CUSIP No. 69036R 103
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Guadalupe Peak Fund L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,133,421 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,133,421 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,421 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
PN | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 70,806,901 shares of Class A Common Stock of the Issuer outstanding as of March 3, 2017, as reported on Form10-K. |
CUSIP No. 69036R 103
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Long/Short Credit GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,133,421 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,133,421 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,421 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
OO | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 70,806,901 shares of Class A Common Stock of the Issuer outstanding as of March 3, 2017, as reported on Form10-K. |
CUSIP No. 69036R 103
Item 1. Security of the Issuer.
This Amendment No. 3 amends the Schedule 13D filed with the Securities and Exchange Commission on August 15, 2014 (as amended by Amendment No. 1 thereto filed on March 11, 2016 and Amendment No. 2 thereto filed on May 4, 2016, the “Schedule 13D”), relating to the shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Overseas Shipholding Group, Inc., a Delaware corporation (“OSG” or the “Issuer”). The Issuer’s principal executive office is located at 302 Knights Run Avenue, Tampa, Florida 33602. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.
Item 2. Identity and Background.
Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:
(a-c) This Statement is being filed by the following beneficial owners of Class A Common Stock (each, a “Reporting Person”):
| (i) | BlueMountain Nautical LLC, a Delaware limited liability company (“Nautical”), with respect to the Class A Common Stock directly owned by it; |
| (ii) | BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership and sole owner of Nautical (“Guadalupe”), with respect to the Class A Common Stock directly owned by Nautical; |
| (iii) | BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company and the general partner of Guadalupe (the “General Partner”), with respect to the Class A Common Stock indirectly owned by Guadalupe; |
| (iv) | BlueMountain GP Holdings, LLC, a Delaware limited liability company and the sole owner of the General Partner (“GP Holdings”), with respect to the Class A Common Stock indirectly owned by the General Partner; and |
| (v) | BlueMountain Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), which serves as thenon-member manager of Nautical and the investment manager to Guadalupe, and has investment discretion with respect to the Class A Common Stock directly owned by Nautical. |
The principal business of: (i) each of Nautical and Guadalupe is to serve as a private investment fund; (ii) the General Partner is to serve as the general partner of Guadalupe and certain other private funds for which the Investment Manager serves as investment manager; (iii) GP Holdings is to serve as the sole owner of the General Partner and a number of other entities which act as the general partner of private investment funds for which the Investment Manager serves as investment manager (including Guadalupe); and (iv) the Investment Manager is to serve as investment manager to a number of private investment funds (including Guadalupe), to serve asnon-member manager to Nautical and to make investment decisions on behalf of such entities.
The executive officers, directors, and control persons of the Reporting Persons are as follows:
| Andrew Feldstein | Chief Executive Officer andCo-Chief Investment Officer of the Investment Manager; Chief Executive Officer andCo-Chief Investment Officer of GP Holdings; Manager of the General Partner | |
| Stephen Siderow | President and Partner of the Investment Manager; President and Partner of GP Holdings | |
| Derek Smith | Co-Chief Investment Officer and Partner of the Investment Manager;Co-Chief Investment Officer and Partner of GP Holdings | |
| Alan Gerstein | Manager of the General Partner | |
| Elizabeth Gile | Manager of the General Partner | |
| Gary Linford | Manager of the General Partner | |
| Mark Shapiro | Manager of the General Partner | |
CUSIP No. 69036R 103
The business address of Nautical, Guadalupe, the General Partner, Investment Manager, GP Holdings, Mr. Feldstein, Mr. Siderow, Mr. Smith, Mr. Gerstein, Ms. Gile and Mr. Shapiro is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Linford is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599,KY1-1203, Grand Cayman, Cayman Islands.
(f) Mr. Feldstein, Mr. Siderow, Mr. Smith, Mr. Gerstein, Ms. Gile and Mr. Shapiro are U.S. citizens. Mr. Linford is a South African citizen.
Item 3. Source and Amount of Funds or Other Consideration
The following shall be added to the end of Item 3:
On June 13, 2016, the Issuer effected a one for six reverse stock split, immediately following which Nautical owned 10,252,034 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
(a-b) All percentages set forth in this Schedule 13D are based on the 70,806,901 shares of Class A Common Stock of the Issuer outstanding as of March 3, 2017, as reported on the Issuer’s Schedule10-K filed with the Securities and Exchange Commission on March 9, 2017 (“Form10-K”). The information set forth in Rows7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.
(c) During the last 60 days ending March 13, 2017, Nautical effected the following transactions of Class A Common Stock:
| Date | Amount | Price per Share | Type of Transaction | |||||||
March 10, 2017 | 50,000 | $ | 4.54 | open market sale | ||||||
March 10, 2017 | 11,600 | $ | 4.55 | open market sale | ||||||
March 13, 2017 | 57,013 | $ | 4.52 | open market sale | ||||||
No other Reporting Person effected any transactions in any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The following shall be added to the end of Item 7:
4. Joint Filing Agreement dated March 14, 2017, attached as Exhibit 4 hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: March 14, 2017
| BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Eric M. Albert | |
| Name: | Eric M. Albert, Chief Compliance Officer | |
| BLUEMOUNTAIN GP HOLDINGS, LLC | ||
| By: | /s/ Eric M. Albert | |
| Name: | Eric M. Albert, Chief Compliance Officer | |
| BLUEMOUNTAIN NAUTICAL LLC | ||
| BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Eric M. Albert | |
| Name: | Eric M. Albert, Chief Compliance Officer | |
| BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. | ||
| BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
| BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
| By: | /s/ Eric M. Albert | |
| Name: | Eric M. Albert, Chief Compliance Officer | |
| BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
| BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
| By: | /s/ Eric M. Albert | |
| Name: | Eric M. Albert, Chief Compliance Officer | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement;provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
