Key facts
- This page summarizes J. Patrick Reddy's Form 4 filing for OVERSEAS SHIPHOLDING GROUP INC.
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 11 Jul 2024, 17:04.
J. Patrick Reddy - 10 Jul 2024 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 10 Jul 2024
- Net transaction value
- -$1,822,850
- SEC form
- 4
- Accepted by SEC
- 11 Jul 2024, 17:04:50 UTC
- Prior SEC filing
- 17 Jun 2024
- Next SEC filing
- 11 Mar 2025
- Source filing
- View source filing
- Reporting owner signature
- /s/ J. Patrick Reddy by Susan Allan, attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
J. Patrick Reddy filed Form 4 for OVERSEAS SHIPHOLDING GROUP INC on 11 Jul 2024.
Change
- Previous filing in this sequence was filed on 17 Jun 2024.
- Current net transaction value: -$1,822,850.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
OSG
transaction
Class A Common Stock
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- $1,805,850
- Shares
- -212,453
- Change %
- -100%
- Price
- $8.50
- Shares after
- 0
- Date
- 10 Jul 2024
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
OSG
transaction
Derivative
Restricted Stock Units
Disposed to Issuer
- Transaction value
- $17,000
- Shares
- -2,000
- Change %
- -100%
- Price
- $8.50
- Shares after
- 0
- Date
- 10 Jul 2024
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 2,000
- Exercise price
- Footnotes
- F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
J. Patrick Reddy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 4 footnotes
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 such tender 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, 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.
Footnote 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.