Edgar Filing: OVERSEAS SHIPHOLDING GROUP INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Alden Global Capital LLC

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2014

3. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSGIQ]

(Last)

(First)

(Middle)

885 THIRD AVENUE, 34TH FLOOR,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $.01 per share	11,513,642 ⁽¹⁾ ⁽²⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock, par value $.01 per share	4,397,480 ⁽¹⁾ ⁽²⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Class A Common Stock, par value $.01 per share	944,812 ⁽¹⁾ ⁽²⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Class A Common Stock, par value $.01 per share	4,349,645 ⁽¹⁾ ⁽²⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Class A Common Stock, par value $.01 per share	1,770,770 ⁽¹⁾ ⁽²⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Warrants	Â ⁽⁸⁾	08/05/2039⁽⁹⁾	Class A Common Stock	5,942,412	$ 0.01	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Warrants	Â ⁽⁸⁾	08/05/2039⁽⁹⁾	Class A Common Stock	2,262,749	$ 0.01	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Class A Warrants	Â ⁽⁸⁾	08/05/2039⁽⁹⁾	Class A Common Stock	486,160	$ 0.01	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Class A Warrants	Â ⁽⁸⁾	08/05/2039⁽⁹⁾	Class A Common Stock	2,238,136	$ 0.01	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Class A Warrants	Â ⁽⁸⁾	08/05/2039⁽⁹⁾	Class A Common Stock	911,160	$ 0.01	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alden Global Capital LLC 885 THIRD AVENUE, 34TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Alden Global Capital Ltd THIRD FLOOR, ONE WAVERLEY PLACE UNION STREET ST. HELIER,Â Y9Â JE2 3RF	Â	Â X	Â	Â

Signatures

Alden Global Capital LLC, /s/Jason Pecora, Managing Director		08/15/2014
^**Signature of Reporting Person		Date
Alden Global Capital Limited /s/Jason Pecora, Managing Director		08/15/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported securities are held directly by Alden Global Adfero BPI Fund, Ltd. ("Alden Global Adfero"), Alden Global Opportunities Master Fund, L.P. ("Alden Global Master"), Wilshire Institutional Master Fund II SPC - Wilshire Alden Global Event Driven Opportunities Segregated Portfolio ("Wilshire Alden"), Alden Global Value Recovery Master Fund, L.P. ("Alden Global Value") and Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital Limited and Alden Global Capital LLC (together with Alden Global Adfero, Alden Global Master, Wilshire Alden, Alden Global Value, Turnpike Limited, the "Reporting Persons"), each as investment manager, investment adviser, and/or investment sub-adviser, in each case as described below.
(2)	The filing of this Form 3 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of common stock, of Overseas Shipholding Group, Inc. (the "Issuer"). Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their respective pecuniary interest.
(3)	The shares and warrants are held directly by Alden Global Value, and may be deemed to be held indirectly by Alden Global Capital Limited, as investment manager to Alden Global Value, and by Alden Global Capital LLC, as investment sub-adviser to Alden Global Value.
(4)	The shares and warrants are held directly by Alden Global Master, and may be deemed to be held indirectly by Alden Global Capital Limited, as investment manager to Alden Global Master, and by Alden Global Capital LLC, as investment sub-adviser to Alden Global Master.
(5)	The shares and warrants are held directly by Wilshire Alden, and may be deemed to be held indirectly by Alden Global Capital Limited, as investment sub-advisor of Wilshire Alden, and by Alden Global Capital LLC, as investment sub-adviser to Wilshire Alden.
(6)	The shares and warrants are held directly by Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital Limited, as investment manager to Turnpike Limited, and by Alden Global Capital LLC, as investment sub-adviser to Turnpike Limited.
(7)	The shares and warrants are held directly by Alden Global Adfero, and may be deemed to be held indirectly by Alden Global Capital, LLC, as investment manager to Alden Global Adfero and by Alden Global Capital Limited, as investment sub-advisor to Alden Global Adfero.
(8)	Each of the warrants beneficially owned by the Reporting Persons may be exercised at any time or from time to time, except that in connection with the exercise of any warrant, the warrantholder (or person designated by the warrantholder to receive the Common Stock issuable upon exercise of the warrants) must advise the Issuer whether or not it satisfies certain U.S citizenship requirements under the Merchant Marine Act of 1920 and under the respective warrant agreement. The Issuer has the unconditional right to require such warrantholder to deliver documents and other information as the Issuer may request as reasonable proof that such warrantholder or designated person satisfies the requirements to be a United States citizen, and any warranholder or designated person who cannot establish to the Issuer's reasonable satisfaction that such warrantholder or designated person is a U.S. citizen may be prevented from exercising such warrants in the Issuer's reasonable discretion.
(9)	The warrants expire on the 25th anniversary of the execution of the respective warrant agreement accompanying such warrant.
Â Remarks: SeeÂ signaturesÂ attachedÂ asÂ ExhibitÂ 99.1Â Â Â Â Â Â Â Â Â 08/15/2014 *Â SignatureÂ ofÂ ReportingÂ PersonÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Date Reminder:Â Â ReportÂ onÂ aÂ separateÂ lineÂ forÂ eachÂ classÂ ofÂ securitiesÂ beneficiallyÂ ownedÂ directlyÂ orÂ indirectly. Â IfÂ theÂ formÂ isÂ filedÂ byÂ moreÂ thanÂ oneÂ reportingÂ person.Â Â SeeÂ InstructionÂ 5(b)(v). **IntentionalÂ misstatementsÂ orÂ omissionsÂ ofÂ factsÂ constituteÂ FederalÂ CriminalÂ Violations.Â SeeÂ 18Â U.S.C.Â 1001Â andÂ 15Â U.S.C.Â 78ff(a). Note:Â FileÂ threeÂ copiesÂ ofÂ thisÂ Form,Â oneÂ ofÂ whichÂ mustÂ beÂ manuallyÂ signed.Â Â IfÂ spaceÂ isÂ insufficient.Â SeeÂ InstructionÂ 6Â forÂ procedure. PotentialÂ personsÂ whoÂ areÂ toÂ respondÂ toÂ theÂ collectionÂ ofÂ informationÂ containedÂ inÂ thisÂ formÂ areÂ notÂ Â requiredÂ toÂ respondÂ unlessÂ theÂ formÂ displaysÂ aÂ currentlyÂ validÂ OMBÂ Number.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.