SEC Form 5 · accession 0001140361-16-053238
OVERSEAS SHIPHOLDING GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alden Global Capital LLC
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 4:13 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 StockF10,F11,F1,F2,F3,F12 | Dec 9, 2015 | X | 3,121,704 | $0.01 | A | 5,349,551 | I | See footnotes |
| Class A Common StockF10,F9,F11,F1,F2,F3,F12 | Dec 9, 2015 | S | 9,755 | $3.20 | D | 5,339,796 | I | See footnotes |
| Class A Common StockF10,F11,F1,F2,F4,F12 | Dec 9, 2015 | X | 6,727,857 | $0.01 | A | 11,529,288 | I | See footnotes |
| Class A Common StockF10,F9,F11,F1,F2,F4,F12 | Dec 9, 2015 | S | 21,025 | $3.20 | D | 11,508,263 | I | See footnotes |
| Class A Common StockF10,F11,F1,F2,F5,F12 | Dec 9, 2015 | X | 2,451,662 | $0.01 | A | 4,355,555 | I | See footnotes |
| Class A Common StockF10,F9,F11,F1,F2,F5,F12 | Dec 9, 2015 | S | 7,943 | $3.20 | D | 4,347,612 | I | See footnotes |
| Class A Common StockF10,F11,F1,F2,F6,F12 | Dec 9, 2015 | X | 1,034,728 | $0.01 | A | 1,773,177 | I | See footnotes |
| Class A Common StockF10,F9,F11,F1,F2,F6,F12 | Dec 9, 2015 | S | 3,234 | $3.20 | D | 1,769,943 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A WarrantsF10,F11,F1,F2,F3,F12,F7,F8 | $0.01 | Dec 9, 2015 | X | 2,837,913 | D | — | Aug 5, 2039 | Class A Common Stock | 3,121,704 | 3,227,972 | I |
| Class A WarrantsF10,F11,F1,F2,F4,F12,F7,F8 | $0.01 | Dec 9, 2015 | X | 6,116,233 | D | — | Aug 5, 2039 | Class A Common Stock | 6,727,857 | 6,956,884 | I |
| Class A WarrantsF10,F11,F1,F2,F5,F12,F7,F8 | $0.01 | Dec 9, 2015 | X | 2,310,602 | D | — | Aug 5, 2039 | Class A Common Stock | 2,541,662 | 2,628,185 | I |
| Class A WarrantsF10,F11,F1,F2,F6,F12,F7,F8 | $0.01 | Dec 9, 2015 | X | 940,662 | D | — | Aug 5, 2039 | Class A Common Stock | 1,034,728 | 1,069,952 | I |
Explanation of responses
- F1The reported securities are held directly by Alden Global BPI Fund, Ltd. ("Alden Global BPI"), Alden Global Opportunities Master Fund, L.P. ("Alden Global Opportunities"), Alden Global Value Recovery Master Fund, L.P. ("Alden Global Value") and Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital LLC (together with Alden Global BPI, Alden Global Opportunities, Alden Global Value, Turnpike Limited, the "Reporting Persons"), as investment adviser.
- F10In connection with the exercise of the warrants reported herein, the Reporting Persons inadvertently received Shares intended for another warrantholder who put in a request to exercise its warrants. The Shares were removed from the Reporting Persons' account and returned to the rightful owner on January 4, 2016. At no time did the Reporting Persons have any pecuniary interest in these Shares.
- F11On November 20, 2015, the Issuer announced a stock dividend of one-tenth of one Share to all shareholders of record on December 3, 2015, payable on December 17, 2015. In accordance with the terms of the warrants, the conversion rate of the warrants was automatically adjusted so that exercising holders will be entitled to receive, upon exercise, additional Shares in respect of the stock dividend. The Shares reported herein as underlying the warrants have been adjusted to reflect this stock dividend.
- F12During 2015, Alden Global Capital LLC replaced Alden Global Capital Limited as the investment adviser for a number of private funds, including Global BPI, Alden Global Opportunities, Alden Global Value and Turnpike Limited, and terminated its sub-advisory agreement with Alden Global Capital Limited. In connection with these changes, Alden Global Capital Limited ceased to provide services to such funds and, accordingly, is no longer a Reporting Person.
- F2The filing of this Form 5 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of the Class A Common Stock ("Shares") of Overseas Shipholding Group, Inc. (the "Issuer"). Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their respective pecuniary interest.
- F3These Shares and warrants are held directly by Alden Global Opportunities, and may be deemed to be held indirectly by Alden Global Capital LLC, as investment adviser to Alden Global Opportunities.
- F4These Shares and warrants are held directly by Alden Global Value, and may be deemed to be held indirectly by Alden Global Capital LLC, as investment adviser to Alden Global Value.
- F5These Shares and warrants are held directly by Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital LLC, as investment adviser to Turnpike Limited.
- F6These Shares and warrants are held directly by Alden Global BPI, and may be deemed to be held indirectly by Alden Global Capital, LLC, as investment manager to Alden Global BPI.
- F7Each of the warrants beneficially owned by the Reporting Persons may be exercised at any time or from time to time, except that in connection with the exercise of any warrant, the warrantholder (or person designated by the warrantholder to receive the Common Stock issuable upon exercise of the warrants) must advise the Issuer whether or not it satisfies certain U.S citizenship requirements under the Merchant Marine Act of 1920 and under the respective warrant agreement. The Issuer has the unconditional right to require such warrantholder to deliver documents and other information as the Issuer may request as reasonable proof that such warrantholder or designated person satisfies the requirements to be a United States citizen, and any warrantholder or designated person who cannot establish to the Issuer's reasonable satisfaction that such warrantholder or designated person is a U.S. citizen may be prevented from exercising such warrants in the Issuer's reasonable discretion.
- F8The warrants expire on the 25th anniversary of the execution of the respective warrant agreement accompanying such warrant.
- F9In connection with the exercise of the warrants reported herein, the Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer withholding these Shares.