Susan Allan Form 4 OVERSEAS SHIPHOLDING / Susan Allan 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^*

Allan Susan

(Last) (First) (Middle)

C/O OVERSEAS SHIPHOLDING GROUP, INC.

302 KNIGHTS RUN AVE, SUITE 1200

(Street)

TAMPA FL 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, General Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/22/2024		M		11,230(1)	A	$0	302,774	D
Class A Common Stock	03/22/2024		F		2,735(2)	D	$6.29	300,039	D
Class A Common Stock	03/22/2024		M		14,773(3)	A	$0	314,812	D
Class A Common Stock	03/22/2024		F		3,597(2)	D	$6.29	311,215	D
Class A Common Stock	03/22/2024		M		12,898(4)	A	$0	324,113	D
Class A Common Stock	03/22/2024		F		3,151(2)	D	$6.29	320,962	D
Class A Common Stock	03/22/2024		M		10,597(5)	A	$0	331,559	D
Class A Common Stock	03/22/2024		F		2,581(2)	D	$6.29	328,978	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(6)	03/22/2024		A		11,851		(6)	(6)	Class A Common Stock	11,851	$0	11,851	D
Performance Restricted Stock Units	(6)	03/22/2024		A		11,851		(6)	(6)	Class A Common Stock	11,851	$0	11,851	D
Restricted Stock Units	(7)	03/22/2024		A		23,704		(7)	(7)	Class A Common Stock	23,704	$0	23,704	D
Restricted Stock Units	(1)	03/22/2024		M			11,230	(1)	(1)	Class A Common Stock	11,230	$0	0	D
Restricted Stock Units	(3)	03/22/2024		M			14,773	(3)	(3)	Class A Common Stock	14,773	$0	14,773	D
Restricted Stock Units	(4)	03/22/2024		M			12,898	(4)	(4)	Class A Common Stock	25,796	$0	25,796	D
Restricted Stock Units	(5)	03/22/2024		M			10,597	(5)	(5)	Class A Common Stock	10,597	$0	17,663	D

Explanation of Responses:

1. Represents vesting of final installment of restricted stock units granted on March 23, 2021 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to one-third of the units granted on the first, second and third anniversaries of the date of grant. Each unit represents the right to acquire one share of OSG Class A Common Stock.

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 of the Restricted Stock Units and Performance Restricted Stock Units.

3. These restricted stock units were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. 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.

4. These restricted stock units were granted on March 23, 2023 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. 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.

5. Represents vesting of an installment of restricted stock units that were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to 20% of the units granted on the first anniversary, 30% on the second anniversary and 50% on the third anniversary, respectfully, of the date of grant. 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.

6. These restricted stock units were granted on March 22, 2024 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest on December 31, 2026 (the end of the three-year performance period). Each unit represents the right to acquire one share of Class A Common Stock, subject to the satisfaction of the applicable performance goal. Settlement of the 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.

7. These restricted stock units were granted on March 22, 2024 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. 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.

	/s/ Susan Allan	03/26/2024
	** Signature of Reporting Person	Date
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