Douglas D. Wheat - Jul 10, 2024 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC (OSG)

Role: Director, Chairman of the Board
Signature: /s/ Douglas D. Wheat by Susan Allan, attorney-in-fact
Stock symbol: OSG
Transactions as of: Jul 10, 2024
Transactions value $: -$2,032,775
Form type: 4
Date filed: 7/11/2024, 05:04 PM
Previous filing: Jun 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSG	Class A Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$2.01M	-236K	-100%	$8.50	0	Jul 10, 2024	Direct	F1, 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	Restricted Stock Units	Disposed to Issuer	-$25.6K	-3.02K	-100%	$8.50	0	Jul 10, 2024	Class A Common Stock	3.02K		Direct	F3, F4

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

Douglas D. Wheat is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of May 19, 2024 (the "Merger Agreement"), by and among Overseas Shipholding Group, Inc., a Delaware corporation (the "Company"), Saltchuk Resources, Inc., a Washington corporation ("Parent"), and Seahawk MergeCo., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer (the "Offer") for all outstanding shares of the Company's Class A common stock, par value $0.01 per share (the "Shares") at a purchase price of $8.50 per Share (the "Offer Price"), without interest and subject to applicable withholding taxes, which such tender offer expired at one (1) minute after 11:59 p.m., Eastern Time on July 9, 2024.
F2	After all Shares tendered into the Offer were accepted for payment by or on behalf of Merger Sub (the "Offer Acceptance Time"), Merger Sub merged with and into the Company, effective as of July 10, 2024. These Shares were tendered for purchase pursuant to the Offer.
F3	Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each restricted stock unit award of the Company (the "Company RSU Award"), or portion thereof, that was not then subject to one or more performance goals and that was then outstanding was cancelled and the holder of each such cancelled Company RSU Award became entitled to receive an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the sum of (i) the product of (x) the Offer Price multiplied by (y) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, pro-rated to reflect the number of calendar months that have elapsed in whole or in part from and after the grant date through the Offer Acceptance Time, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable.
F4	This Company RSU Award was granted pursuant to the Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan and was scheduled to vest on June 6, 2025. Each unit represented the right to acquire one Share.