Samuel H. Norton - Feb 25, 2022 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC (OSG)

Role
President and CEO, Director
Signature
/s/ Samuel H. Norton by Susan Allan, Attorney-in-fact
Stock symbol
OSG
Transactions as of
Feb 25, 2022
Transactions value $
-$21,377
Form type
4
Date filed
3/1/2022, 03:46 PM
Previous filing
Dec 23, 2021
Next filing
Mar 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSG Class A Common Stock Award $0 +45.7K +2.63% $0.00 1.78M Feb 25, 2022 Direct F1
transaction OSG Class A Common Stock Tax liability -$21.4K -11.1K -0.62% $1.92 1.77M Feb 25, 2022 Direct F2

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 -78.8K -100% $0.00* 0 Feb 25, 2022 Class A Common Stock 78.8K $0.00 Direct F3
transaction OSG Performance Restricted Stock Units Options Exercise $0 -78.8K -63.29% $0.00 45.7K Feb 25, 2022 Class A Common Stock 78.8K $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 22, 2019 pursuant to the Overseas Shipholding Group, Inc.("OSG") Management Incentive Compensation Plan. On February 25, 2022 the Compensation Committee certified at 58% 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 12/31/2021. 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.
F2 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 PRSUs described in Footnote (1).
F3 Represents vesting of performance-based restricted stock units ("PRSUs") granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan. On February 25, 2022 the Human Resources and Compensation Committee certified these PRSU awards at 0% achievement based on the Company's cumulative return on invested capital ("ROIC") relative to the Company's budgeted ROIC for the performance period ended 12/31/2021. 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.