Samuel H. Norton - Feb 27, 2023 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC (OSG)

Role
President and CEO, Director
Signature
/s/ Samual H Norton by Deanna Marshall, Attoney-in-fact
Stock symbol
OSG
Transactions as of
Feb 27, 2023
Transactions value $
-$103,569
Form type
4
Date filed
3/1/2023, 03:56 PM
Previous filing
Dec 16, 2022
Next filing
Mar 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSG Class A Common Stock Award $0 +142K +5.79% $0.00 2.59M Feb 27, 2023 Direct F1
transaction OSG Class A Common Stock Tax liability -$104K -35.8K -1.38% $2.89 2.55M Feb 27, 2023 Direct F2, F3

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 -131K -100% $0.00* 0 Feb 27, 2023 Class A Common Stock 131K $0.00 Direct F4
transaction OSG Performance Restricted Stock Units Options Exercise $0 -131K -47.98% $0.00 142K Feb 27, 2023 Class A Common Stock 131K $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 23, 2020, pursuant to the Overseas Shipholding Group, Inc.("OSG") 2019 Incentive Compensation Plan for Management. On February 27, 2023, the Compensation Committee certified at 108.4% 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 12/31/2022. 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 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 Shares are held in a revocable trust in which Mr. Norton is the sole trustee.
F4 Represents vesting of performance-based restricted stock units ("PRSUs") granted on March 23, 2020, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. On February 27, 2023, the 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 12/31/2022. 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 Human Resources and Compensation Committee of the Board in its discretion.