SEC Form 4 · accession 0000075208-18-000048
OVERSEAS SHIPHOLDING GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel H Norton
Officer — President and CEO · Director
Period of report
Apr 25, 2018
Accepted (ET)
Apr 27, 2018 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000075208
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy)F1 | $1.70 | Apr 25, 2018 | J | 309,453 | D | — | Feb 8, 2028 | Class A Common Stock | 309,453 | 494,118 | D |
Explanation of responses
- F1These options were granted on February 8, 2018 pursuant to the Management Incentive Compensation Plan (the "Plan") and vested immediately, subject to forfeiture in the event of termination of the Reporting Person's employment by OSG for Cause (as such term is defined in the Plan). The Reporting Person agreed to retain ownership of the option shares (other than any shares withheld to satisfy tax obligations or in payment of the exercise price), until the earliest to occur of (i) a Change in Control; (ii) the Reporting Persons' Separation from Service Date, solely in the event of a termination of the Reporting Person's employment by the OSG without Cause or by the Reporting Person for Good Reason (as each such term is defined in the Plan); and (iii) February 8, 2021.
- F2On April 25, 2018, the Human Resources and Compensation Committee adjusted the Reporting Person's award of options on February 8, 2018 based on the level of achievement of performance objectives, which reduced the number of options originally awarded by 309,453. The reduction in the Reporting Person's option award was exempt from Section 16(b) pursuant to Rule 16b-3.