SEC Form 4 · accession 0001140361-16-055623
OVERSEAS SHIPHOLDING GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geoffrey Carpenter
Officer — Vice President and Treasurer
Period of report
Feb 25, 2016
Accepted (ET)
Feb 29, 2016 · 7:21 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 $.01 per shareF1 | Dec 17, 2015 | J | 357 | — | A | 3,935 | D |
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 UnitsF2 | $0.00 | Feb 25, 2016 | J | 8,889 | A | — | — | Class A Common Stock | 9,778 | 8,889 | D |
| Stock Option (Right to Buy)F3 | $3.20 | Sep 29, 2014 | J | 48,127 | A | — | Sep 28, 2024 | Class A Common Stock | 48,127 | 48,127 | D |
Explanation of responses
- F1These 357 shares of Class A Common Stock were acquired as the result of the payment on December 17, 2015 of a stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock. On the record date for the stock dividend the reporting person held 3,578 shares of Class A Common Stock (357 dividend shares of Class A Common Stock).
- F2On February 25, 2016 the reporting person vested in these 8,888.97 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.
- F3As previously reported, on September 29, 2014 OSG granted the reporting person pursuant to the Plan 42,194 options to purchase 42,194 shares of Class A Common Stock at an exercise price of $3.65 per share which became exercisable on the first, second and third anniversary of the date of grant. 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 48,127 shares of Class A Common Stock at an exercise price of $3.20 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.