Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BLACKLEY IAN T
  2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
1301 AVENUE OF THE AMERICAS, 42ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2016
(Street)

NEW YORK, NY 10019
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $.01 per share 01/20/2016   J(1)   94,017 A (1) 107,024 (1) (2) D  
Class A Common Stock, par value $.01 per share 01/20/2016   F(1)   36,541 D (1) 70,483 (1) D  
Class B Common Stock, par value $.01 per share               3,447 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) $ 0 01/20/2016   J(3)   85,470 (3)     (3)   (3) Class A Common Stock (3) 94,017 (3) $ 0 170,940 D  
Stock Option (Right to buy) (4) $ 3.2 (4) 09/29/2014(4)   J(4)   144,382 (4)     (4) 09/28/2024 Class A Common Stock (4) 144,382 (4) $ 0 (4) 144,382 D  
Stock Option (Right to buy) $ 2.85 (5) 02/10/2015   J(5)   683,633 (5)     (5) 01/19/2025 Class A Common Stock (5) 683,633 (5) $ 0 (5) 683,633 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BLACKLEY IAN T
1301 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY 10019
  X     President and CEO  

Signatures

 /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed   02/08/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These 94,017 shares of Class A Common Stock were acquired upon the vesting of 85,470 restricted stock units on January 20, 2016 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan (the "Plan"). Each unit represents the right to acquire 1.1 shares of Class A Common Stock (reflecting the stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock paid in December 2015). The vested units were settled in shares of Class A Common Stock. In connection with the vesting of the units, 36,541 shares of Class A Common Stock were withheld by OSG in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the units.
(2) Prior to the foregoing transactions described in note (1), the reporting person reported ownership of 11,512 shares of Class A Common Stock which increased in December 2015 by the payment of the stock dividend of one share of Class A Common Stock for every ten shares of Class A Common Stock owned (1,151 shares paid to the reporting person) and one share of Class A Common Stock for every ten shares of Class B Common Stock owned (344 shares paid to the reporting person) or a total of 1,495 shares of Class A Common Stock paid to the reporting person (resulting in total ownership of 13,007 shares of Class A Common Stock).
(3) These 85,470 restricted stock units vested on January 20, 2016 and were settled in 94,017 shares of Class A Common Stock as reported in Table I on this Form 4.
(4) As previously reported, on September 29, 2014 OSG granted the reporting person pursuant to the Plan 126,582 options to purchase 126,582 shares of Class A common stock at an exercise price of $3.65 per share which became exercisable as to one third of such options on the first, second and third anniversary of the date of grant. In December 2015, the registrant paid a stock dividend of one share of Class A common stock for every ten shares of Class A stock owned. As a result of the stock dividend, the stock options are exercisable for 144,382 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.
(5) As previously reported, on February 10, 2015 OSG granted the reporting person pursuant to the Plan 599,520 shares of Class A common stock at an exercise price of $3.25 per share which became exercisable as to one-third of such options on the first, second and third anniversary of January 20, 2015. In December 2015, the registrant 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 683,633 shares of Class A common stock at an exercise price of $2.85 per share. The 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.

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