Samuel H. Norton - 22 Mar 2022 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: 22 Mar 2022
Net transactions value: -$102,157
Form type: 4
Filing time: 24 Mar 2022, 16:17:57 UTC
Previous filing: 01 Mar 2022
Next filing: 24 Jun 2022
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	Options Exercise	$0	+52,558	+3%	$0.000000	1,823,824	22 Mar 2022	Direct	F1
transaction	OSG	Class A Common Stock	Tax liability	$26,876	-12,798	-0.7%	$2.10	1,811,026	22 Mar 2022	Direct	F2
transaction	OSG	Class A Common Stock	Options Exercise	$0	+87,190	+4.8%	$0.000000	1,898,216	23 Mar 2022	Direct	F3
transaction	OSG	Class A Common Stock	Tax liability	$44,585	-21,231	-1.1%	$2.10	1,876,985	23 Mar 2022	Direct	F2
transaction	OSG	Class A Common Stock	Options Exercise	$0	+60,028	+3.2%	$0.000000	1,937,013	23 Mar 2022	Direct	F4
transaction	OSG	Class A Common Stock	Tax liability	$30,696	-14,617	-0.75%	$2.10	1,922,396	23 Mar 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	-52,558	-100%	$0.000000^*	0	22 Mar 2022	Class A Common Stock	52,558		Direct	F6
transaction	OSG	Restricted Stock Units	Options Exercise	$0	-87,190	-50%	$0.000000	87,191	23 Mar 2022	Class A Common Stock	87,190		Direct	F7
transaction	OSG	Restricted Stock Units	Options Exercise	$0	-60,028	-33%	$0.000000	120,056	23 Mar 2022	Class A Common Stock	60,028		Direct	F8
transaction	OSG	Restricted Stock Units	Award	$0	+254,187		$0.000000	254,187	24 Mar 2022	Class A Common Stock	254,187		Direct	F9
transaction	OSG	Performance Restricted Stock Units	Award	$0	+127,093		$0.000000	127,093	24 Mar 2022	Class A Common Stock	127,093		Direct	F10
transaction	OSG	Performance Restricted Stock Units	Award	$0	+127,093		$0.000000	127,093	24 Mar 2022	Class A Common Stock	127,093		Direct	F10
transaction	OSG	Performance Restricted Stock Units	Award	$0	+409,569		$0.000000	409,569	24 Mar 2022	Class A Common Stock	409,569		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.