SEC Form 4 · accession 0001140361-16-055617
OVERSEAS SHIPHOLDING GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James D Small III
Officer — SVP,Secretary& General Counsel
Period of report
Feb 25, 2016
Accepted (ET)
Feb 29, 2016 · 7:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000075208
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF1,F2 | $0.00 | Feb 25, 2016 | J | 66,667 | A | — | — | Class A Common Stock | 73,333 | 66,667 | D |
| Stock Option (Right to Buy)F2 | $2.85 | Mar 12, 2015 | J | 410,197 | A | — | Mar 11, 2025 | Class A Common Stock | 410,197 | 410,197 | D |
Explanation of responses
- F1On February 25, 2016 the reporting person vested in these 66,666.6 performance restricted stock units which were previously granted pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan (the "Plan"). These performance restricted stock units represent vesting in respect of one-third of that grant which vests in three tranches in amounts determined at the end of 2015, 2016 and 2017. These performance restricted stock units do not have voting rights and may not be transferred or otherwise disposed of until they settle. Settlement of these units may be either in shares of Class A Common Stock or cash, as determined by the Compensation Committee of OSG's Board of Directors. Settlement of the units shall occur as soon as practicable following the Compensation Committee's certification of the achievement of the applicable performance measures and targets for 2017 and in any event no later than April 30, 2018.
- F2As previously reported, on March 12, 2015 OSG granted the reporting person pursuant to the Plan 359,712 options to purchase 359,712 shares of Class A Common Stock at an exercise price of $3.25 per share which became exercisable on the first, second and third anniversary of March 2, 2015. On December 17, 2015, OSG paid a stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock owned. As a result of the stock dividend, the stock options are exercisable for 410,197 shares of Class A Common Stock at an exercise price of $2.85 per share. These adjustments were made so that the value of the options before the stock dividend would be the same after the stock dividend. The vesting schedule remains unchanged.