|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 | ||||||||
| Stock Option (right to buy) (1) | $ 22.5 | 10/12/2011 | A | 450,000 | (1) | 10/12/2021 | Common Stock | 450,000 | $ 0 | 450,000 | D | ||||
| Restricted Stock Units (2)(3) | $ 0 | 10/12/2011 | A | 177,778 | (2)(3) | (2)(3) | Common Stock | 177,778 | $ 0 | 177,778 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ARNTZEN MORTEN 666 THIRD AVENUE 5TH FLOOR NEW YORK, NY 10017 |
X | President and CEO | ||
| /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed | 10/12/2011 | |
| **Signature of Reporting Person | Date |
| * | 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) | On October 12, 2011, the Reporting Person was granted the option to purchase these shares under the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as amended (the "2004 Plan"). The option becomes exercisable on October 12, 2016 provided that the Reporting Person has been in the continuous employ of the Issuer or its affiliates through October 12, 2016. |
| (2) | On October 12, 2011, the Reporting Person was awarded these restricted stock units ("RSUs") under the 2004 Plan. These RSUs are earned (but not vested) if, during any 30 consecutive trading day period from October 12, 2011 through October 12, 2016, the trailing average closing price of a share of common stock of the Issuer is $22.50 or more. The RSUs, if earned as provided in the preceding sentence, vest and become nonforfeitable on October 12, 2016 provided that the Reporting Person has been in the continuous employ of the Issuer or its affiliates through October 12, 2016. |
| (3) | The RSUs (i) have no voting rights, (ii) may not be transferred or disposed of, (iii) if earned, upon vesting, will be converted into an equal number of shares of common stock of the Issuer, and (iv) bear the same cash dividend as is paid on the common stock of the Issuer from October 12, 2011, which dividend is held by the Issuer, unvested and without interest and paid to the Reporting Person only if and when the RSUs are earned and vest. |