SEC Form 3/A · accession 0001140361-16-058950

OVERSEAS SHIPHOLDING GROUP INC · OSG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 3/A). It replaces an earlier filing for the same period.

Reporting owner

Alden Global Capital LLC

10% Owner

Period of report

Aug 5, 2014

Accepted (ET)

Mar 24, 2016 · 4:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000075208

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock, par value $.01 per share^{F13,F1,F2,F3,F15}	holding	—	—	—	1,667,128	I	See footnotes
Class A Common Stock, par value $.01 per share^{F13,F1,F2,F4,F15}	holding	—	—	—	4,364,937	I	See footnotes
Class A Common Stock, par value $.01 per share^{F13,F1,F2,F5,F15}	holding	—	—	—	1,648,994	I	See footnotes
Class A Common Stock, par value $.01 per share^{F13,F1,F2,F6,F15}	holding	—	—	—	671,316	I	See footnotes
Class A Common Stock, par value $.01 per share^{F13,F1,F2,F14,F15}	holding	—	—	—	358,188	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 Warrants^{F13,F1,F2,F3,F15,F7,F8}	$0.01	holding	—	—	—	—	Aug 5, 2039	Class A Common Stock	4,993,101	—	I
Class A Warrants^{F13,F1,F2,F4,F15,F7,F8}	$0.01	holding	—	—	—	—	Aug 5, 2039	Class A Common Stock	13,073,117	—	I
Class A Warrants^{F13,F1,F2,F5,F15,F7,F8}	$0.01	holding	—	—	—	—	Aug 5, 2039	Class A Common Stock	4,938,787	—	I
Class A Warrants^{F13,F1,F2,F6,F15,F7,F8}	$0.01	holding	—	—	—	—	Aug 5, 2039	Class A Common Stock	2,010,614	—	I
Class A Warrants^{F13,F1,F2,F14,F15,F7,F8}	$0.01	holding	—	—	—	—	Aug 5, 2039	Class A Common Stock	1,072,784	—	I
Cash-Settled Equity Swap^{F13,F1,F2,F3,F15,F9,F11}	—	holding	—	—	—	—	—	Class A Common Stock	4,812,000	—	I
Cash-Settled Equity Swap^{F13,F1,F2,F5,F15,F9,F11}	—	holding	—	—	—	—	—	Class A Common Stock	1,788,000	—	I
Cash-Settled Equity Swap^{F13,F1,F2,F6,F15,F9,F11}	—	holding	—	—	—	—	—	Class A Common Stock	217,170	—	I
Cash-Settled Equity Swap^{F13,F1,F2,F3,F15,F9,F11}	—	holding	—	—	—	—	—	Class A Common Stock	1,812,752	—	I
Cash-Settled Equity Swap^{F13,F1,F2,F5,F15,F9,F11}	—	holding	—	—	—	—	—	Class A Common Stock	673,436	—	I
Cash-Settled Warrant Swap^{F13,F1,F2,F3,F15,F10,F11,F12}	—	holding	—	—	—	—	—	Class A Warrants	5,429,248	—	I
Cash-Settled Warrant Swap^{F13,F1,F2,F5,F15,F10,F11,F12}	—	holding	—	—	—	—	—	Class A Warrants	2,016,964	—	I
Cash-Settled Warrant Swap^{F13,F1,F2,F6,F15,F10,F11,F12}	—	holding	—	—	—	—	—	Class A Warrants	650,430	—	I

Explanation of responses

F1On August 5, 2014, the reported securities were held directly by Alden Global Adfero BPI Fund, Ltd., now known as 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"), Wilshire Institutional Master Fund II SPC - Wilshire Alden Global Event Driven Opportunities Segregated Portfolio ("Wilshire Alden"), and Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital Limited and Alden Global Capital LLC (together with Alden Global BPI, Alden Global Opportunities, Alden Global Value, Wilshire Alden and Turnpike Limited, the "Reporting Persons"), as investment adviser.
F10Represents cash-settled warrant swap agreements (each, a "Warrant Swap" and, together with the Equity Swaps, "Swaps") entered into by each of Alden Global BPI, Alden Global Opportunities, and Turnpike Limited, with unaffiliated third-party financial institution counterparties. The Warrant Swaps can be settled and closed at any time by either counterparty and do not have an expiration date.
F11The terms of the Swaps provide the applicable Reporting Person with economic results that are comparable to the economic results of ownership of the Shares, including Shares obtainable upon exercise of Warrants, that are the subject of the Swap (the "Subject Securities"), payable (if the price of the Shares increases, by the financial institution counterparty; if the price of the Shares decreases, by the applicable Reporting Person) in cash each month and through the settlement date upon the termination of such Swap. The Swaps do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Securities, or the right to acquire such power or acquire any Subject Securities. Each Reporting Person disclaims beneficial ownership in the Subject Securities.
F12The Class A Warrants represent the right to acquire Class A Common Stock. See footnotes (7) - (8).
F13This amendment is being filed to report the number of Swaps held by the Reporting Persons, which were inadvertently omitted from the Form 3, and to correct the number of Shares and Warrants originally reported in the Form 3 as held by each of the Reporting Persons.
F14On August 5, 2014, these Shares and Warrants were held directly by Wilshire Alden, whose investment manager was Alden Global Capital, LLC. On December 1, 2014, all of the Shares and Warrants held by Wilshire Alden were assigned and transferred to Alden Global Opportunities, whose investment manager is Alden Global Capital, LLC. This transfer resulted in a change in form of beneficial ownership of the Shares and Warrants, and thus was exempt from Section 16(a) and (b) pursuant to Rules 16a-13 and 16a-10 under the Exchange Act.
F15On August 5, 2014, Alden Global Capital Limited served as investment manager to each of Alden Global Opportunities, Alden Global Value, Wilshire Alden and Turnpike Limited and as investment sub-adviser to Alden Global BPI, and Alden Global Capital LLC served as investment sub-adviser to each of Alden Global Opportunities, Alden Global Value, Wilshire Alden and Turnpike Limited and as investment manager to Alden Global BPI. During 2015, Alden Global Capital LLC replaced Alden Global Capital Limited as the investment adviser 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 the funds and, accordingly, is no longer a Reporting Person.
F2The filing of this Form 3 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, warrants to acquire Shares ("Warrants") and Swaps (as defined herein) 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, Warrants and Swaps 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, Warrants and Swaps 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.
F9Represents cash-settled equity swap agreements (each, an "Equity Swap") entered into by each of Alden Global BPI, Alden Global Opportunities, and Turnpike Limited, with unaffiliated third-party financial institution counterparties. The Equity Swaps can be settled and closed at any time by either counterparty and do not have an expiration date.

Remarks

Based on information from the Issuer that there were 373,742,991 Shares outstanding as of March 16, 2016, and taking into account the number of Shares issuable upon exercise of the Warrants held by the Reporting Persons, the Reporting Persons may no longer be deemed to beneficially own more than 10% of the Shares and, accordingly, are no longer subject to Section 16 of the Exchange Act.