Edgar Filing: OVERSEAS SHIPHOLDING GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

BlueMountain Capital Management, LLC

2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OV6:GR]

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

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

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2017

(Street)

NEW YORK, NY 10017

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		1,661	D	$ 4.05	9,383,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		1,661	D	$ 4.05	9,383,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		1,661	D	$ 4.05	9,383,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		1,661	D	$ 4.05	9,383,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		1,661	D	$ 4.05	9,383,082	D
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		25,000	D	$ 4.07	9,358,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		25,000	D	$ 4.07	9,358,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		25,000	D	$ 4.07	9,358,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		25,000	D	$ 4.07	9,358,082	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	03/24/2017		S		25,000	D	$ 4.07	9,358,082	D
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		15,433	D	$ 3.9	9,342,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		15,433	D	$ 3.9	9,342,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		15,433	D	$ 3.9	9,342,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		15,433	D	$ 3.9	9,342,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		15,433	D	$ 3.9	9,342,649	D
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		50,000	D	$ 3.89	9,292,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		50,000	D	$ 3.89	9,292,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		50,000	D	$ 3.89	9,292,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		50,000	D	$ 3.89	9,292,649	I	Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	03/27/2017		S		50,000	D	$ 3.89	9,292,649	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10017		X
BlueMountain GP Holdings, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10017		X
BlueMountain Long/Short Credit GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10017		X
BlueMountain Guadalupe Peak Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10017		X
BLUEMOUNTAIN NAUTICAL LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10017		X

Signatures

BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer		03/28/2017
^**Signature of Reporting Person		Date
BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer		03/28/2017
^**Signature of Reporting Person		Date
BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer		03/28/2017
^**Signature of Reporting Person		Date
BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer		03/28/2017
^**Signature of Reporting Person		Date
BlueMountain Nautical LLC, By: BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer		03/28/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM"), GP Holdings or the General Partner (each as defined in Footnote 3 below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Overseas Shipholding Group, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM, GP Holdings and the General Partner disclaim such beneficial ownership, except to the extent of their respective pecuniary interest.
(2)	BMCM is the non-member manager of BlueMountain Nautical LLC ("Nautical"), which is the direct beneficial owner of 9,292,649 shares of Common Stock, and is the investment manager of BlueMountain Guadalupe Peak Fund L.P. ("Guadalupe"), which holds 100% of the membership interests of Nautical, and thus is an indirect beneficial owner of the Common Stock held by Nautical.
(3)	BMCM, although it directs the voting and disposition of the Common Stock held by Nautical, only receives an asset-based fee relating to the shares of Common Stock held by Nautical. BlueMountain Long/Short Credit GP, LLC (the "General Partner") is the general partner of Guadalupe and has an indirect profits interest in the Common Stock beneficially owned by Guadalupe. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of the General Partner, and thus has an indirect profits interest in the Common Stock beneficially owned by Guadalupe.
(4)	On March 24, 2017, Nautical sold 1,661 and 25,000 shares of Common Stock for $4.05 and $4.07 per share, respectively.
(5)	On March 27, 2017, Nautical sold 15,433 and 50,000 shares of Common Stock for $3.90 and $3.89 per share, respectively.
(6)	The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.

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