SEC Form 4 · accession 0000902664-16-007418
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
Jun 20, 2016
Accepted (ET)
Jun 22, 2016 · 9:20 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 Stock, par value $0.01F1,F2,F3,F4 | Jun 20, 2016 | P | 323,705 | $11.5328 | A | 9,380,189 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF5,F2,F7,F4,F6 | $0.01 | Jun 20, 2016 | P | 2,824,464 | A | — | Aug 5, 2039 | Class A Common Stock | 537,589 | 11,191,704 | I |
| WarrantF8,F4,F6 | $0.01 | Jun 20, 2016 | P | 293,031 | A | — | Aug 5, 2039 | Class A Common Stock | 55,773 | 11,484,735 | I |
| WarrantF9,F4,F6 | $0.01 | Jun 20, 2016 | P | 1,104,950 | A | — | Aug 5, 2039 | Class A Common Stock | 210,308 | 12,589,685 | I |
| WarrantF10,F4,F6 | $0.01 | Jun 20, 2016 | P | 1,261,697 | A | — | Aug 5, 2039 | Class A Common Stock | 240,142 | 13,851,382 | I |
Explanation of responses
- F1These shares of Common Stock were purchased by Cyrus Canary Fund, L.P.
- F10These Warrants were purchased by Cyrus Canary Fund, L.P.
- F2The number of shares reported in this Form 4 reflects: (i) the 1-for-6 reverse stock split effective on June 13, 2016 (the "Reverse Stock Split") and (ii) the stock dividend of 0.01 share of Class A Common Stock for each share of Class A Common Stock held by the Reporting Persons as of the record date of December 3, 2015 (the "Stock Dividend").
- F3As a result of the Stock Dividend, the Reporting Persons received 4,939,899 shares of Class A Common Stock (prior to giving effect to the Reverse Stock Split) in respect of the Stock Dividend.
- F49,380,189 shares of Class A Common Stock and 13,851,382 Warrants to purchase 2,636,376 shares of Class A Common Stock are held directly by: (i) Cyrus Polaris LLC, (ii) Cyrus Polaris II LLC, (iii) CYR Fund, L.P., (iv) Crescent 1, L.P. and (v) Cyrus Canary Fund, L.P (collectively, the "Cyrus Funds"). In addition, 33,333 shares of restricted Class A Common Stock are held by Cyrus Capital Partners, L.P ("CCP"). CCP serves as the investment manager to the Cyrus Funds. Cyrus Capital Partners GP, L.L.C. ("CCPGP") serves as the general partner of CCP. Stephen C. Freidheim serves as the principal of both CCP and CCPGP. All discretion over the investment activities of the Cyrus 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.
- F5These Warrants were purchased by Cyrus Polaris LLC.
- F6The Warrants may be exercised only subject to certain restrictions set forth in the terms of the Warrants and the Issuer's organizational documents.
- F7The number of shares underlying the Warrants reported in this Form 4 also reflects the cash dividend of $0.08 paid on March 25, 2016 for each share of Class A Common Stock held by the Reporting Persons as of the record date of March 18, 2016 (the "Cash Dividend"). In connection with the Stock Dividend and the Cash Dividend, in accordance with the terms of the Warrants, the Warrants automatically adjusted so that the Reporting Persons became entitled to receive, upon exercise, an aggregate of 1,188,148 additional shares of Class A Common Stock (prior to giving effect to the Reverse Stock Split) in respect of both the Stock Dividend and the Cash Dividend.
- F8These Warrants were purchased by Cyrus Polaris II, LLC.
- F9These Warrants were purchased by CYR Fund, L.P.
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.