SEC Form 4 · accession 0000899243-16-016226
OVERSEAS SHIPHOLDING GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BlueMountain Capital Management, LLC
Director · 10% Owner
BlueMountain GP Holdings, LLC
10% Owner
BLUEMOUNTAIN NAUTICAL LLC
10% Owner
Period of report
Mar 15, 2016
Accepted (ET)
Mar 17, 2016 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000075208
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4,F6 | Mar 15, 2016 | S | 133,000 | $2.32 | D | 61,999,308 | I | Footnotes |
| Class A Common StockF1,F2,F3,F4,F6 | Mar 15, 2016 | S | 133,000 | $2.32 | D | 61,999,308 | I | Footnotes |
| Class A Common StockF1,F2,F3,F4,F6 | Mar 15, 2016 | S | 133,000 | $2.32 | D | 61,999,308 | I | Footnotes |
| Class A Common StockF1,F2,F3,F4,F6 | Mar 15, 2016 | S | 133,000 | $2.32 | D | 61,999,308 | I | Footnotes |
| Class A Common StockF1,F2,F3,F4 | Mar 15, 2016 | S | 133,000 | $2.32 | D | 61,999,308 | D | |
| Class A Common StockF1,F2,F3,F5,F6 | Mar 16, 2016 | S | 209,800 | $2.25 | D | 61,789,508 | I | Footnotes |
| Class A Common StockF1,F2,F3,F5,F6 | Mar 16, 2016 | S | 209,800 | $2.25 | D | 61,789,508 | I | Footnotes |
| Class A Common StockF1,F2,F3,F5,F6 | Mar 16, 2016 | S | 209,800 | $2.25 | D | 61,789,508 | I | Footnotes |
| Class A Common StockF1,F2,F3,F5,F6 | Mar 16, 2016 | S | 209,800 | $2.25 | D | 61,789,508 | I | Footnotes |
| Class A Common StockF1,F2,F3,F5 | Mar 16, 2016 | S | 209,800 | $2.25 | D | 61,789,508 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2BMCM is the non-member manager of BlueMountain Nautical LLC ("Nautical"), which is the direct beneficial owner of 61,789,508 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.
- F3BMCM, 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.
- F4On March 15, 2016, Nautical sold 133,000 shares of Common Stock.
- F5On March 16, 2016, Nautical sold 209,800 shares of Common Stock.
- F6The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.