Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^{F1,F2,F3,F4,F6}	Mar 28, 2017	S	40,396	$3.98	D	9,252,253	I	Footnotes
Class A Common Stock^{F1,F2,F3,F4,F6}	Mar 28, 2017	S	40,396	$3.98	D	9,252,253	I	Footnotes
Class A Common Stock^{F1,F2,F3,F4,F6}	Mar 28, 2017	S	40,396	$3.98	D	9,252,253	I	Footnotes
Class A Common Stock^{F1,F2,F3,F4,F6}	Mar 28, 2017	S	40,396	$3.98	D	9,252,253	I	Footnotes
Class A Common Stock^{F1,F2,F3,F4,F6}	Mar 28, 2017	S	40,396	$3.98	D	9,252,253	D
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	21,409	$4.00	D	9,230,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	21,409	$4.00	D	9,230,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	21,409	$4.00	D	9,230,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	21,409	$4.00	D	9,230,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	21,409	$4.00	D	9,230,844	D
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	25,000	$4.01	D	9,205,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	25,000	$4.01	D	9,205,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	25,000	$4.01	D	9,205,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	25,000	$4.01	D	9,205,844	I	Footnotes
Class A Common Stock^{F1,F2,F3,F5,F6}	Mar 29, 2017	S	25,000	$4.01	D	9,205,844	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 9,205,844 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 28, 2017, Nautical sold 40,396 shares of Common Stock.
F5On March 29, 2017, Nautical sold 21,409 and 25,000 shares of Common Stock for $4.00 and $4.01 per share, respectively.
F6The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.