Susan Allan - Jul 28, 2022 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC (OSG)

Role: VP, General Counsel & Corp Sec
Signature: /s/ Susan Allan
Stock symbol: OSG
Transactions as of: Jul 28, 2022
Transactions value $: $84,891
Form type: 4
Date filed: 8/2/2022, 05:12 PM
Previous filing: Mar 24, 2022
Next filing: Mar 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSG	Class A Common Stock	Options Exercise	$112K	+54.7K	+34.29%	$2.05	214K	Jul 28, 2022	Direct	F1
transaction	OSG	Class A Common Stock	Tax liability	-$27.3K	-13.3K	-6.22%	$2.05	201K	Jul 28, 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	Award	$0	-84.2K	-100%	$0.00^*	0	Jul 28, 2022	Class A Common Stock	54.7K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the vesting of performance restricted stock units granted on March 23, 2021, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. On July 28, 2022, the Human Resources and Compensation Committee of the Board ("Compensation Committee") certified at 65% the achievement of specified performance goals, for the performance period ending June 30, 2022. 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 Compensation Committee 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 of the Performance Restricted Stock Units.
F3	Represents the number of shares subject to restricted stock units. The units vest upon the satisfaction of specified performance goals, subject to continuous employment by Overseas Shipholding Group, Inc. through the end of the performance period commencing on January 1, 2021 and ending on June 30, 2022.