Samuel H. Norton - Mar 22, 2022 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
Mar 22, 2022
Transactions value $
-$102,157
Form type
4
Date filed
3/24/2022, 04:17 PM
Previous filing
Mar 1, 2022
Next filing
Jun 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSG Class A Common Stock Options Exercise $0 +52.6K +2.97% $0.00 1.82M Mar 22, 2022 Direct F1
transaction OSG Class A Common Stock Tax liability -$26.9K -12.8K -0.7% $2.10 1.81M Mar 22, 2022 Direct F2
transaction OSG Class A Common Stock Options Exercise $0 +87.2K +4.81% $0.00 1.9M Mar 23, 2022 Direct F3
transaction OSG Class A Common Stock Tax liability -$44.6K -21.2K -1.12% $2.10 1.88M Mar 23, 2022 Direct F2
transaction OSG Class A Common Stock Options Exercise $0 +60K +3.2% $0.00 1.94M Mar 23, 2022 Direct F4
transaction OSG Class A Common Stock Tax liability -$30.7K -14.6K -0.75% $2.10 1.92M Mar 23, 2022 Direct F2, F5

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 Restricted Stock Units Options Exercise $0 -52.6K -100% $0.00* 0 Mar 22, 2022 Class A Common Stock 52.6K Direct F6
transaction OSG Restricted Stock Units Options Exercise $0 -87.2K -50% $0.00 87.2K Mar 23, 2022 Class A Common Stock 87.2K Direct F7
transaction OSG Restricted Stock Units Options Exercise $0 -60K -33.33% $0.00 120K Mar 23, 2022 Class A Common Stock 60K Direct F8
transaction OSG Restricted Stock Units Award $0 +254K $0.00 254K Mar 24, 2022 Class A Common Stock 254K Direct F9
transaction OSG Performance Restricted Stock Units Award $0 +127K $0.00 127K Mar 24, 2022 Class A Common Stock 127K Direct F10
transaction OSG Performance Restricted Stock Units Award $0 +127K $0.00 127K Mar 24, 2022 Class A Common Stock 127K Direct F10
transaction OSG Performance Restricted Stock Units Award $0 +410K $0.00 410K Mar 24, 2022 Class A Common Stock 410K Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents vesting of final installment of restricted stock units granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan. The units vest as to one-third of the units granted on the first, second and third anniversaries of the date of grant. Each unit represents the right to acquire one share of OSG 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 Restricted Stock Units.
F3 Represents vesting of an installment of restricted stock units granted on March 23, 2020 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to one-third of such units on the first, second and third anniversaries of the date of grant. 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.
F4 Represents vesting of an installment of restricted stock units granted on March 23, 2021 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to one-third of such units on the first, second and third anniversaries of the date of grant. 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.
F5 Shares are held in a revocable trust in which Mr. Norton is the sole trustee.
F6 These restricted stock units were granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan and vest as to one third of such units on each of the first, second and the third anniversaries of the date of the grant. 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.
F7 These restricted stock units were granted on March 23, 2020 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. 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.
F8 These restricted stock units were granted on March 23, 2021 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. 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.
F9 These restricted stock units were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. 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.
F10 These restricted stock units were granted on March 24, 2022 pursuant to the 2019 Incentive Compensation Plan for Management and vest on December 31, 2024 (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.
F11 These restricted stock units were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest 20% of the units granted on the first anniversay, 30% on the second anniversary and 50% on the third anniversary, respectfully, of the date of grant. 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.