SEC Info - Alden Global Capital LLC - ‘5’ for 12/31/15 re: Overseas Shipholding Group Inc.

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0362
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Alden Global Capital LLC

(Last)

(First)

(Middle)

885 THIRD AVENUE, 34TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [ OSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/15

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁰⁾	12/9/15		X4	3,121,704 ⁽¹¹⁾	A	$0.01	5,349,551 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		S4 ⁽⁹⁾	9,755 ⁽⁹⁾	D	$3.2	5,339,796 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		X4	6,727,857 ⁽¹¹⁾	A	$0.01	11,529,288 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		S4 ⁽⁹⁾	21,025 ⁽⁹⁾	D	$3.2	11,508,263 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		X4	2,451,662 ⁽¹¹⁾	A	$0.01	4,355,555 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		S4 ⁽⁹⁾	7,943 ⁽⁹⁾	D	$3.2	4,347,612 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		X4	1,034,728 ⁽¹¹⁾	A	$0.01	1,773,177 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/9/15		S4 ⁽⁹⁾	3,234 ⁽⁹⁾	D	$3.2	1,769,943 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Warrants ⁽¹⁰⁾	$0.01	12/9/15		4X		2,837,913	⁽⁷⁾	8/5/39 ⁽⁸⁾	Class A Common Stock	3,121,704 ⁽¹¹⁾	$0	3,227,972 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾
Class A Warrants ⁽¹⁰⁾	$0.01	12/9/15		4X		6,116,233	⁽⁷⁾	8/5/39 ⁽⁸⁾	Class A Common Stock	6,727,857 ⁽¹¹⁾	$0	6,956,884 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹²⁾
Class A Warrants ⁽¹⁰⁾	$0.01	12/9/15		4X		2,310,602	⁽⁷⁾	8/5/39 ⁽⁸⁾	Class A Common Stock	2,541,662 ⁽¹¹⁾	$0	2,628,185 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹²⁾
Class A Warrants ⁽¹⁰⁾	$0.01	12/9/15		4X		940,662	⁽⁷⁾	8/5/39 ⁽⁸⁾	Class A Common Stock	1,034,728 ⁽¹¹⁾	$0	1,069,952 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹²⁾

Explanation of Responses:

(1) The 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.

(2) The 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.

(3) These 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.

(4) These 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.

(5) These 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.

(6) These 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.

(7) Each 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.

(8) The warrants expire on the 25th anniversary of the execution of the respective warrant agreement accompanying such warrant.

(9) In 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.

(10) In 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.

(11) On 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.

(12) During 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.

Remarks:

	/s/ Heath Freeman, President	2/16/16
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
S	Open market or private sale of non-derivative or derivative security.
X	Exercise of in-the-money or at-the-money derivative security.
4	A Form 4 Transaction.

Alden Global Capital LLC – ‘5’ for 12/31/15 re: Overseas Shipholding Group Inc.

On: Tuesday, 2/16/16, at 4:13pm ET · For: 12/31/15 · Accession #: 1140361-16-53238 · File #: 1-06479

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Alden Global Capital LLC – ‘5’ for 12/31/15 re: Overseas Shipholding Group Inc.

On: Tuesday, 2/16/16, at 4:13pm ET · For: 12/31/15 · Accession #: 1140361-16-53238 · File #: 1-06479

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents