Samuel H. Norton - Mar 23, 2023 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC (OSG)

Role
President and CEO, Director
Signature
/s/ Samuel H. Norton
Stock symbol
OSG
Transactions as of
Mar 23, 2023
Transactions value $
-$459,366
Form type
4
Date filed
3/27/2023, 05:34 PM
Previous filing
Mar 20, 2023
Next filing
Aug 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSG Class A Common Stock Options Exercise $0 +87.2K +3.55% $0.00 2.54M Mar 23, 2023 Direct F1
transaction OSG Class A Common Stock Tax liability -$128K -34.3K -1.35% $3.73 2.51M Mar 23, 2023 Direct F2
transaction OSG Class A Common Stock Options Exercise $0 +60K +2.4% $0.00 2.57M Mar 23, 2023 Direct F3
transaction OSG Class A Common Stock Tax liability -$88.1K -23.6K -0.92% $3.73 2.54M Mar 23, 2023 Direct F2
transaction OSG Class A Common Stock Options Exercise $0 +84.7K +3.33% $0.00 2.63M Mar 24, 2023 Direct F4
transaction OSG Class A Common Stock Tax liability -$124K -33.3K -1.27% $3.71 2.59M Mar 24, 2023 Direct F2
transaction OSG Class A Common Stock Options Exercise $0 +81.9K +3.16% $0.00 2.68M Mar 24, 2023 Direct F5
transaction OSG Class A Common Stock Tax liability -$120K -32.2K -1.2% $3.71 2.64M Mar 24, 2023 Direct F2, F6

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 -87.2K -100% $0.00* 0 Mar 23, 2023 Class A Common Stock 87.2K Direct F1
transaction OSG Restricted Stock Units Options Exercise $0 -60K -50% $0.00 60K Mar 23, 2023 Class A Common Stock 60K Direct F3
transaction OSG Restricted Stock Units Options Exercise $0 -84.7K -33.33% $0.00 169K Mar 24, 2023 Class A Common Stock 84.7K Direct F4
transaction OSG Restricted Stock Units Award $0 +212K $0.00 212K Mar 23, 2023 Class A Common Stock 212K Direct F7
transaction OSG Performance Restricted Stock Units Award $0 +106K $0.00 106K Mar 23, 2023 Class A Common Stock 106K Direct F8
transaction OSG Performance Restricted Stock Units Award $0 +106K $0.00 106K Mar 23, 2023 Class A Common Stock 106K Direct F8
transaction OSG Performance Restricted Stock Units Options Exercise $0 -81.9K -20% $0.00 328K Mar 24, 2023 Class A Common Stock 81.9K Direct F5
* 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 23, 2020 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. 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 of the Restricted Stock Units and Performance Restricted Stock Units.
F3 Represents partial vesting 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 March 23, 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.
F4 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.
F5 Represents vesting of an installment of restricted stock units that were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to 20% of the units granted on the first anniversary, 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.
F6 Shares are held in a revocable trust in which Mr. Norton is the sole trustee.
F7 These restricted stock units were granted on March 23, 2023 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, 2023 pursuant to the 2019 Incentive Compensation Plan for Management and vest on December 31, 2025 (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.