SEC Form 4 · accession 0000902664-15-004341
OVERSEAS SHIPHOLDING GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CYRUS CAPITAL PARTNERS, L.P.
Director · 10% Owner · Other
CYRUS CAPITAL PARTNERS GP, LLC
Director · 10% Owner · Other
Stephen C Freidheim
Director · 10% Owner · Other
Period of report
Nov 17, 2015
Accepted (ET)
Nov 19, 2015 · 4:55 pm EST
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 Stock, par value $0.01F1,F2,F3 | Nov 17, 2015 | A | 33,333 | $0.00 | A | 57,799,601 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These 33,333 shares of restricted Class A Common Stock were granted to Cyrus Capital Partners LP ("CCP") by the Issuer on November 3, 2015 pursuant to the Issuer's Non-Employee Director Incentive Compensation Plan and vest on the earlier of (i) November 3, 2016 and (ii) the date of the annual meeting of stockholders in 2016. The Reporting Persons first became aware of the grant on November 17, 2015. Mr. Joseph Kronsberg is an employee of CCP and sits on the board of directors of the Issuer as a representative of CCP. The grant was made directly to CCP because pursuant to agreements between CCP and Mr. Kronsberg, CCP is required to receive all compensation in connection with Mr. Kronsberg's directorship.
- F2For reporting purposes, the aggregate amount of Class A Common Stock deemed to be beneficially owned is calculated based on an aggregate of 49,399,028 shares of Issuer Class A Common Stock, 33,333 shares of restricted Class A Common Stock and 8,367,240 shares of Class A Common Stock issuable upon the exercise of 8,367,240 Warrants. The Warrants may be exercised only with the consent of the Issuer and are subject to certain restrictions set forth in the terms of the Warrants and the Issuer's organizational documents.
- F3As the principal of CCP, the investment manager to those funds reported on the Form 3 filed by the Reporting Persons on August 19, 2014, and as the principal of Cyrus Capital Partners GP, L.L.C. ("CCPGP"), the general partner of CCP, Stephen C. Freidheim, may be deemed the beneficial owner of a portion of shares of Class A Common Stock held by the funds and CCP which are included within the total shown in box 5 of table I above. All discretion over the investment activities of such funds has been delegated to CCP. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.
Remarks
Mr. Kronsberg serves on the Board of Directors of the Issuer as a representative of CCP. Accordingly, CCP, CCPGP and Mr. Freidheim are directors by deputization by virtue of the fact that Mr. Kronsberg currently sits on the board of directors of the Issuer.