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

Role
President and CEO, Director
Signature
/s/ Samuel H Norton by Deanna Marshall, Attorney-in-fact
Stock symbol
OSG
Transactions as of
Feb 27, 2024
Transactions value $
-$232,887
Form type
4
Date filed
2/29/2024, 06:57 PM
Previous filing
Feb 16, 2024
Next filing
Mar 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSG Class A Common Stock Award $0 +178K +7.86% $0.00 2.45M Feb 27, 2024 Direct F1, F2
transaction OSG Class A Common Stock Tax liability -$233K -44.2K -1.81% $5.27 2.4M Feb 27, 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 -90K -51.81% $0.00 83.7K Feb 27, 2024 Class A Common Stock 83.7K $0.00 Direct F2
transaction OSG Performance Restricted Stock Units Options Exercise $0 -90K -48.78% $0.00 94.5K Feb 27, 2024 Class A Common Stock 94.5K $0.00 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.