Statement of Changes in Beneficial Ownership (4)
24 März 2020 - 9:47PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
O'Halloran Patrick Joseph |
2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC
[
OSG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Chief Operations Officer |
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(Last)
(First)
(Middle)
302 KNIGHTS RUN AVE, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/22/2020 |
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(Street)
TAMPA, FL 33602
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock, par value $.01 per share | 3/22/2020 | | A | | 15643 (1) | A | $0 (1) | 74345 | D | |
| Class A Common Stock, par value $.01 per share | 3/22/2020 | | F | | 3810 (2) | D | $1.99 | 70535 | D | |
| Class A Common Stock, par value $.01 per share | 3/23/2020 | | A | | 2819 (3) | A | $0 (3) | 73354 | D | |
| Class A Common Stock, par value $.01 per share | 3/23/2020 | | F | | 687 (2) | D | $1.87 | 72667 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 (1) | $0.0 | 3/22/2020 | | M | | | 15643 (1) | (1) | (1) | Class A Common Stock | 15643.0 (1) | $0 | 31288 (1) | D | |
| Restricted Stock Units (3) | $0.0 | 3/23/2020 | | M | | | 2819 (3) | (3) | (3) | Class A Common Stock | 2819.0 (3) | $0 | 0 (3) | D | |
| Restricted Stock Units (4) | (4) | 3/23/2020 | | A | | 81548 | | (4) | (4) | Class A Common Stock, par value $.01 per share | 81548.0 | $0 | 81548 | D | |
| Performance Restricted Stock Units (5) | (5) | 3/23/2020 | | A | | 40774 | | (5) | (5) | Class A Common Stock, par value $.01 per share | 40774.0 | $0 | 40774 | D | |
| Performance Restricted Stock Units (5) | (5) | 3/23/2020 | | A | | 40774 | | (5) | (5) | Class A Common Stock, par value $.01 per share | 40774.0 | $0 | 81548 | D | |
| Explanation of Responses: |
| (1) | These restricted stock units were granted pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan (the "Plan") and vest as to one-third of such units on each of the first, second and the third anniversaries of March 22, 2019 (the "Vesting Commencement Date"). 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. Settlement must occur no later than 60 days following the vesting of the units. |
| (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 the Restricted Stock Units. |
| (3) | Represents partial vesting of restricted stock units granted on March 23, 2017 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan. The units vest as to one-third of such units on the first, second and third anniversaries of March 23, 2017. 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 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Incentive Compensation Plan for Management (the "Plan") and vest as to one-third of such units on each of the first, second and the third anniversaries of March 23, 2020 (the "Vesting Commencement Date"). 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. Settlement must occur no later than 60 days following the vesting of the units. |
| (5) | These restricted stock units were granted pursuant to the Plan and vest on December 31, 2022 at 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 Committee in its discretion. Settlement must occur no later than 60 days after the date of the Committee's certification following the end of the performance period of the level of attainment of the applicable performance goal. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
O'Halloran Patrick Joseph
302 KNIGHTS RUN AVE, SUITE 1200
TAMPA, FL 33602 |
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| VP & Chief Operations Officer |
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Signatures
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| /s/ Patrick J. O'Halloran | | 3/23/2020 |
| **Signature of Reporting Person | Date |
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