Samuel H. Norton - 27 Feb 2024 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC

Role
President and CEO, Director
Signature
/s/ Samuel H Norton by Deanna Marshall, Attorney-in-fact
Issuer symbol
N/A
Transactions as of
27 Feb 2024
Net transactions value
-$232,887
Form type
4
Filing time
29 Feb 2024, 18:57:39 UTC
Previous filing
16 Feb 2024
Next filing
18 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSG Class A Common Stock Award $0 +178,283 +7.9% $0.000000 2,446,579 27 Feb 2024 Direct F1, F2
transaction OSG Class A Common Stock Tax liability $232,887 -44,191 -1.8% $5.27 2,402,388 27 Feb 2024 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OSG Performance Restricted Stock Units Options Exercise $0 -90,042 -52% $0.000000 83,739 27 Feb 2024 Class A Common Stock 83,739 $0.000000 Direct F2
transaction OSG Performance Restricted Stock Units Options Exercise $0 -90,042 -49% $0.000000 94,544 27 Feb 2024 Class A Common Stock 94,544 $0.000000 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents vesting of performance-based restricted stock units ("PRSU") granted on March 23, 2021, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. On February 27, 2024, the Compensation Committee certified at 105% achievement these PRSU awards based on the Company's three-year total shareholder return ("TSR") relative to the three-year TSR of the index chosen, with the performance period ended 12/31/2023. Each unit represents the right to acquire one share of Class A Common Stock.
F2 Represents vesting of performance-based restricted stock units ("PRSU") granted on March 23, 2021, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. On February 27, 2024, the Compensation Committee certified at 93% achievement these PRSU awards based on the Company's cumulative return on invested capital ("ROIC") relative to the Company's budgeted ROIC for the three-year performance period ended 12/31/2023. Each unit represents the right to acquire one share of Class A Common Stock.
F3 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 PRSUs described in Footnotes (1) & (2).
F4 Shares are held in a revocable trust in which Mr. Norton is sole trustee.