Overseas Shipholding Group, Inc. - Ordinary Shares (OSG) Form 4 OVERSEAS SHIPHOLDING / Elaine Goodman Luria 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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X

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^*

Luria Elaine Goodman

(Last) (First) (Middle)

7421 GLENEAGLES RD

(Street)

NORFOLK VA 23505

(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
	Officer (give title below)	Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/10/2024		U(1)(2)		66,100	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	07/10/2024		D(3)			2,000	(3)(4)	(3)(4)	Class A Common Stock	2,000	$8.5(3)	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 such tender 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, 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, pro-rated to reflect the number of calendar months that have elapsed in whole or in part from and after the grant date through the Offer Acceptance Time, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable.

4. This Company RSU Award was granted pursuant to the Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan and was scheduled to vest on June 6, 2025. Each unit represented the right to acquire one Share.

	/s/ Elaine G. Luria by Susan Allan, attorney-in-fact	07/10/2024
	** Signature of Reporting Person	Date
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