Damon Mote - Feb 25, 2022 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC (OSG)

Role: VP & Chief Admin Officer
Signature: /s/ Damon M. Mote
Stock symbol: OSG
Transactions as of: Feb 25, 2022
Transactions value $: -$6,363
Form type: 4
Date filed: 3/1/2022, 03:46 PM
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	+13.6K	+9.91%	$0.00	151K	Feb 25, 2022	Direct	F1
transaction	OSG	Class A Common Stock	Tax liability	-$6.36K	-3.31K	-2.2%	$1.92	148K	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	-23.5K	-100%	$0.00^*	0	Feb 25, 2022	Class A Common Stock	23.5K	$0.00	Direct	F3
transaction	OSG	Performance Restricted Stock Units	Options Exercise	$0	-23.5K	-63.29%	$0.00	13.6K	Feb 25, 2022	Class A Common Stock	23.5K	$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 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.