Samuel H Norton Form 4 OVERSEAS SHIPHOLDING / Samuel H Norton 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^*

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)
07/10/2024

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	07/10/2024		U⁽¹⁾⁽²⁾		2,252,479	D	$8.5⁽¹⁾⁽²⁾	0	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)
Stock Option (Right to buy)	$1.7	07/10/2024		D⁽³⁾			494,118	⁽³⁾	02/08/2028	Class A Common Stock	494,118	$6.8⁽³⁾	0	D
Stock Option (Right to buy)	$1.82	07/10/2024		D⁽³⁾			612,745	⁽³⁾	02/08/2029	Class A Common Stock	612,745	$6.68⁽³⁾	0	D
Stock Option (Right to buy)	$4.04	07/10/2024		D⁽³⁾			17,637	⁽³⁾	03/23/2027	Class A Common Stock	17,637	$4.46⁽³⁾	0	D
Stock Option (Right to buy)	$5.57	07/10/2024		D⁽³⁾			297,818	⁽³⁾	08/03/2026	Class A Common Stock	297,818	$2.93⁽³⁾	0	D
Restricted Stock Units	⁽⁸⁾	07/10/2024		D⁽⁴⁾			84,730	⁽⁴⁾⁽⁸⁾	⁽⁴⁾⁽⁸⁾	Class A Common Stock	84,730	$8.5⁽⁴⁾	0	D
Restricted Stock Units	⁽⁹⁾	07/10/2024		D⁽⁴⁾			204,785	⁽⁴⁾⁽⁹⁾	⁽⁴⁾⁽⁹⁾	Class A Common Stock	204,785	$8.5⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	07/10/2024		D⁽⁴⁾			141,056	⁽⁴⁾⁽¹⁰⁾	⁽⁴⁾⁽¹⁰⁾	Class A Common Stock	141,056	$8.5⁽⁴⁾	0	D
Restricted Stock Units	⁽¹¹⁾	07/10/2024		D⁽⁴⁾			121,504	⁽⁴⁾⁽¹¹⁾	⁽⁴⁾⁽¹¹⁾	Class A Common Stock	121,504	$8.5⁽⁴⁾	0	D
Restricted Stock Units	⁽¹²⁾	07/10/2024		D⁽⁵⁾			190,640	⁽⁵⁾⁽¹²⁾	⁽⁵⁾⁽¹²⁾	Class A Common Stock	190,640	$8.5⁽⁵⁾	0	D
Restricted Stock Units	⁽¹²⁾	07/10/2024		D⁽⁵⁾			190,640	⁽⁵⁾⁽¹²⁾	⁽⁵⁾⁽¹²⁾	Class A Common Stock	190,640	$8.5⁽⁵⁾	0	D
Restricted Stock Units	⁽¹³⁾	07/10/2024		D⁽⁶⁾⁽⁷⁾			105,792	⁽⁶⁾⁽⁷⁾⁽¹³⁾	⁽⁶⁾⁽⁷⁾⁽¹³⁾	Class A Common Stock	105,792	$8.5⁽⁶⁾⁽⁷⁾	0	D
Restricted Stock Units	⁽¹³⁾	07/10/2024		D⁽⁶⁾⁽⁷⁾			105,792	⁽⁶⁾⁽⁷⁾⁽¹³⁾	⁽⁶⁾⁽⁷⁾⁽¹³⁾	Class A Common Stock	105,792	$8.5⁽⁶⁾⁽⁷⁾	0	D
Restricted Stock Units	⁽¹⁴⁾	07/10/2024		D⁽⁶⁾⁽⁷⁾			60,752	⁽⁶⁾⁽⁷⁾⁽¹⁴⁾	⁽⁶⁾⁽⁷⁾⁽¹⁴⁾	Class A Common Stock	60,752	$8.5⁽⁶⁾⁽⁷⁾	0	D
Restricted Stock Units	⁽¹⁴⁾	07/10/2024		D⁽⁶⁾⁽⁷⁾			60,752	⁽⁶⁾⁽⁷⁾⁽¹⁴⁾	⁽⁶⁾⁽⁷⁾⁽¹⁴⁾	Class A Common Stock	60,752	$8.5⁽⁶⁾⁽⁷⁾	0	D

Explanation of Responses:

1. The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of May 19, 2024 (the "Merger Agreement"), by and among Overseas Shipholding Group, Inc., a Delaware corporation (the "Company"), Saltchuk Resources, Inc., a Washington corporation ("Parent"), and Seahawk MergeCo., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer (the "Offer") for all outstanding shares of the Company's Class A common stock, par value $0.01 per share (the "Shares"), at a purchase price of $8.50 per Share (the "Offer Price"), without interest and subject to applicable withholding taxes, which Offer expired at one (1) minute after 11:59 p.m., Eastern Time on July 9, 2024.

2. After all Shares tendered into the Offer were accepted for payment by or on behalf of Merger Sub (the "Offer Acceptance Time"), Merger Sub merged with and into the Company, effective as of July 10, 2024. These Shares were tendered for purchase pursuant to the Offer.

3. Pursuant to the Merger Agreement, each option to acquire Shares ("Company Stock Option")that was outstanding and unexercised immediately prior to the Offer Acceptance Time was, as of immediately prior to the Offer Acceptance Time, cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Offer Price over the exercise price per Share of such Company Stock Option, multiplied by (ii) the total number of Shares subject to such Company Stock Option, subject to applicable tax withholding.

4. Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each restricted stock unit award of the Company (the "Company RSU Award"), or portion thereof, that was not then subject to one or more performance goals and that was then outstanding was cancelled and the holder of each such cancelled Company RSU Award became entitled to receive an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the sum of (i) the product of (x) the Offer Price multiplied by (y) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable, plus (iii) any then-unpaid "cash award" granted in connection with the Company's retention program in 2022, as set forth in the applicable Company RSU Award grant agreement, as applicable.

5. Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each then-outstanding Company RSU Award that was then subject to performance goal(s) and for which the performance period is set to end in year 2024 ("2024 Company PRSU Awards") was cancelled in exchange for the right to receive an amount in cash equal to the sum of (i) the product of (A) the Offer Price, multiplied by (B) the total number of Shares subject to such 2024 Company PRSU Award, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such 2024 Company PRSU Award, as applicable, subject to applicable tax withholding. The number of Shares subject to each 2024 Company PRSU Award (and any related dividend equivalent rights, as applicable) was determined based on the actual achievement of the applicable performance goal(s), which was measured through the Offer Acceptance Time at 150% of target level.

6. Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each then-outstanding Company RSU Award, or portion thereof, that was (x) then subject to one or more performance goals, and (y) for which the performance period is originally scheduled to end in fiscal year 2025 or fiscal year 2026, was cancelled and converted into and represent the right to receive an amount in cash equal to the sum of (i) the product of (A) the Offer Price, multiplied by (B) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, assuming target level achievement, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof (and any related dividend equivalent rights), as applicable, subject to applicable Tax withholding (a "Target Cash Award").

7. Each Target Cash Award will no longer be subject to such performance goal(s), and will otherwise remain subject to the same terms, conditions, restrictions and vesting arrangements that were applicable to the corresponding Company RSU Award immediately prior to the Offer Acceptance Time. Also pursuant to the Merger Agreement, each Target Cash Award shall become payable by Parent (through the Company's payroll) on the date that the applicable Company RSU Award would have become vested in accordance with its terms immediately prior to the Offer Acceptance Time or on the applicable holder's earlier Good Leaver Termination (as defined in the Merger Agreement), and may be increased, but not decreased, by up to 50% based on performance goals to be mutually determined by Parent and Company management as soon as practicable following the Effective Time (as defined in the Merger Agreement).

8. This Company RSU Award was granted on March 24, 2022, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (the "Plan") and was scheduled to vest as to one third of such award on each of the first, second and the third anniversaries of the date of grant. Each unit represented the right to acquire one Share.

9. This Company RSU Award was granted on March 24, 2022, pursuant to the Plan and was scheduled to vest as to 20% of the award on the first anniversary, 30% of the award on the second anniversary and 50% of the award on the third anniversary, respectfully, of the date of grant. Each unit represented the right to acquire one Share.

10. This Company RSU Award was granted on March 23, 2023, pursuant to the Plan and was scheduled to vest as to one third of such award on each of the first, second and the third anniversaries of the date of grant. Each unit represented the right to acquire one Shares.

11. This Company RSU Award was granted on March 22, 2024, pursuant to the Plan and was scheduled to vest as to one third of such award on each of the first, second and the third anniversaries of the date of grant. Each unit represented the right to acquire one Share.

12. This 2024 Company PRSU Award was granted on March 24, 2022, pursuant to the Plan and was scheduled to vest on December 31, 2024 (the end of the three-year performance period). Each unit represented the right to acquire one Share, subject to the satisfaction of the applicable performance goal.

13. This Company RSU Award was granted on March 23, 2023, pursuant to the Plan and was scheduled to vest on December 31, 2025 (the end of the three-year performance period). Each unit represented the right to acquire one Share, subject to the satisfaction of the applicable performance goal.

14. This Company RSU Award was granted on March 22, 2024, pursuant to the Plan and was scheduled to vest on December 31, 2026 (the end of the three-year performance period). Each unit represented the right to acquire one Share, subject to the satisfaction of the applicable performance goal.

	/s/ Samuel H Norton by Deanna Marshall, Attorney-in-fact	07/10/2024
	** Signature of Reporting Person	Date
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Samuel H Norton Form 4OVERSEAS SHIPHOLDING / Samuel H Norton ownership change