Overseas Shipholding Group, Inc. - Ordinary Shares (OSG)
Filed: 14 Aug 18, 5:11pm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
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)
August 9, 2018
(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 | Page 2 of 5 |
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
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| 3 | SEC USE ONLY
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| 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
7,876,107 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
7,876,107 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,876,107 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3% (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 84,562,788 shares of Class A Common Stock (as defined herein) outstanding as of August 3, 2018, as reported on Form10-Q (as defined herein). |
| CUSIP No. 69036R 103 | Page 3 of 5 |
Item 1. Security of the Issuer.
This Amendment No. 7 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, Amendment No. 2 thereto filed on May 4, 2016, Amendment No. 3 thereto filed on March 14, 2017, Amendment No. 4 thereto filed on March 23, 2017, Amendment No. 5 thereto filed on February 15, 2018 and Amendment No. 6 thereto filed on April 24, 2018, 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) and (c) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:
(a-c) This Statement is being filed by BlueMountain Capital Management, LLC, a Delaware limited liability company (the “Investment Manager” or “Reporting Person”), with respect to the Class A Common Stock beneficially owned by it.
The principal business of the Investment Manager is to serve as investment manager ornon-member manager to a number of private investment funds and to make investment decisions on behalf of such entities.
The executive officers, directors, and control persons of the Reporting Person are as follows:
| Andrew Feldstein | Chief Executive Officer, Chief Investment Officer and Executive Partner of the Investment Manager | |
| Michael Liberman | Co-President, Chief Operating Officer and Executive Partner of the Investment Manager | |
| Stephen Siderow | Co-President and Executive Partner of the Investment Manager | |
The business address of the Investment Manager, Mr. Feldstein, Mr. Liberman and Mr. Siderow is 280 Park Avenue, 12th Floor, New York, New York 10017.
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) The percentage set forth in this Schedule 13D is based on the 84,562,788 shares of Class A Common Stock outstanding as of August 3, 2018, as reported on the Issuer’s Form10-Q filed with the Securities and Exchange Commission on August 9, 2018 (“Form10-Q”). The information set forth in Rows7-13 of the Cover Page of this Schedule 13D is hereby incorporated herein by reference.
(c) During the last 60 days, the Investment Manager effected the following transactions in the Class A Common Stock:
| Date | Amount | Price per Share | Type of Transaction | |||||||
June 27, 2018 | 19,325 | $ | 4.00 | open market sale | ||||||
June 27, 2018 | 77,800 | $ | 4.04 | open market sale | ||||||
June 27, 2018 | 25,000 | $ | 4.01 | open market sale | ||||||
June 27, 2018 | 30,600 | $ | 4.06 | open market sale | ||||||
June 27, 2018 | 25,000 | $ | 4.11 | open market sale | ||||||
June 27, 2018 | 11,700 | $ | 4.02 | open market sale | ||||||
July 2, 2018 | 24,600 | $ | 4.00 | open market sale | ||||||
July 2, 2018 | 7,500 | $ | 4.01 | open market sale | ||||||
July 5, 2018 | 55,900 | $ | 4.00 | open market sale | ||||||
July 5, 2018 | 34,234 | $ | 4.01 | open market sale | ||||||
July 5, 2018 | 3,000 | $ | 4.02 | open market sale | ||||||
| CUSIP No. 69036R 103 | Page 4 of 5 |
| Date | Amount | Price per Share | Type of Transaction | |||||||
July 5, 2018 | 1,000 | $ | 4.03 | open market sale | ||||||
July 5, 2018 | 25,000 | $ | 4.05 | open market sale | ||||||
July 6, 2018 | 1,200 | $ | 4.00 | open market sale | ||||||
| CUSIP No. 69036R 103 | Page 5 of 5 |
SIGNATURE
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: August 14, 2018 | BLUEMOUNTAIN CAPITAL MANAGEMENT, 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)