Susan Allan - 10 Jul 2024 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC

Footnote 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 Offer expired at one (1) minute after 11:59 p.m., Eastern Time on July 9, 2024.

Footnote 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.

Footnote F3

Pursuant to the Merger Agreement, each option to acquire Shares ("Company Stock Option") that was outstanding and unexercised immediately prior to the Offer Acceptance Time was, as of immediately prior to the Offer Acceptance Time, cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Offer Price over the exercise price per Share of such Company Stock Option, multiplied by (ii) the total number of Shares subject to such Company Stock Option, subject to applicable tax withholding.

Footnote F4

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, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable, plus (iii) any then-unpaid "cash award" granted in connection with the Company's retention program in 2022, as set forth in the applicable Company RSU Award grant agreement, as applicable.

Footnote F5

Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each then-outstanding Company RSU Award that was then subject to performance goal(s) and for which the performance period is set to end in year 2024 ("2024 Company PRSU Awards") was cancelled in exchange for the right to receive an amount in cash equal to the sum of (i) the product of (A) the Offer Price, multiplied by (B) the total number of Shares subject to such 2024 Company PRSU Award, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such 2024 Company PRSU Award, as applicable, subject to applicable tax withholding. The number of Shares subject to each 2024 Company PRSU Award (and any related dividend equivalent rights, as applicable) was determined based on the actual achievement of the applicable performance goal(s), which was measured through the Offer Acceptance Time at 150% of target level.

Footnote F6

Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each then-outstanding Company RSU Award, or portion thereof, that was (x) then subject to one or more performance goals, and (y) for which the performance period is originally scheduled to end in fiscal year 2025 or fiscal year 2026, was cancelled and converted into and represent the right to receive an amount in cash equal to the sum of (i) the product of (A) the Offer Price, multiplied by (B) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, assuming target level achievement, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof (and any related dividend equivalent rights), as applicable, subject to applicable Tax withholding (a "Target Cash Award").

Footnote F7

Each Target Cash Award will no longer be subject to such performance goal(s), and will otherwise remain subject to the same terms, conditions, restrictions and vesting arrangements that were applicable to the corresponding Company RSU Award immediately prior to the Offer Acceptance Time. Also pursuant to the Merger Agreement, each Target Cash Award shall become payable by Parent (through the Company's payroll) on the date that the applicable Company RSU Award would have become vested in accordance with its terms immediately prior to the Offer Acceptance Time or on the applicable holder's earlier Good Leaver Termination (as defined in the Merger Agreement), and may be increased, but not decreased, by up to 50% based on performance goals to be mutually determined by Parent and Company management as soon as practicable following the Effective Time (as defined in the Merger Agreement).

Footnote F8

This Company RSU Award was granted on March 24, 2022, pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (the "Plan") and was scheduled to vest as to one third of such award on each of the first, second and the third anniversaries of the date of grant. Each unit represented the right to acquire one Share.

Footnote F9

This Company RSU Award was granted on March 24, 2022, pursuant to the Plan and was scheduled to vest as to 20% of the award on the first anniversary, 30% of the award on the second anniversary and 50% of the award on the third anniversary, respectfully, of the date of grant. Each unit represented the right to acquire one Share.

Footnote F10

This Company RSU Award was granted on March 23, 2023, pursuant to the Plan and was scheduled to vest as to one third of such award on each of the first, second and the third anniversaries of the date of grant. Each unit represented the right to acquire one Shares.

Footnote F11

This Company RSU Award was granted on March 22, 2024, pursuant to the Plan and was scheduled to vest as to one third of such award on each of the first, second and the third anniversaries of the date of grant. Each unit represented the right to acquire one Share.

Footnote F12

This 2024 Company PRSU Award was granted on March 24, 2022, pursuant to the Plan and was scheduled to vest on December 31, 2024 (the end of the three-year performance period). Each unit represented the right to acquire one Share, subject to the satisfaction of the applicable performance goal.

Footnote F13

This Company RSU Award was granted on March 23, 2023, pursuant to the Plan and was scheduled to vest on December 31, 2025 (the end of the three-year performance period). Each unit represented the right to acquire one Share, subject to the satisfaction of the applicable performance goal.

Footnote F14

This Company RSU Award was granted on March 22, 2024, pursuant to the Plan and was scheduled to vest on December 31, 2026 (the end of the three-year performance period). Each unit represented the right to acquire one Share, subject to the satisfaction of the applicable performance goal.