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 *
Zabrocky Lois K
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-Pres and Head Int'l FlagSBU
(Last)
(First)
(Middle)
1301 AVENUE OF THE AMERICAS, 42ND FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2016
(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 12/17/2015   J(1)   1,294 A (1) 12,779 D  
Class B Common Stock, par value $.01 per share               1,462 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
Performance Restricted Stock Units (2) $ 0 02/25/2016   J(2)   26,666.47     (2)   (2) Class A Common Stock 29,333.12 (2) $ 0 26,666.47 (2) D  
Stock Option (Right to Buy) (3) $ 3.2 (3) 09/29/2014(3)   J(3)   144,382 (3)     (3) 09/28/2024 Class A Common Stock 144,382 (3) $ 0 144,382 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zabrocky Lois K
1301 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY 10019		       Co-Pres and Head Int'l FlagSBU  

Signatures

 /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed   02/29/2016
**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 1,294 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 and one share of Class A Common Stock for every ten shares of Class B Common Stock. On the record date for the stock dividend the reporting person held 11,485 shares of Class A Common Stock (1,148 dividend shares of Class A Common Stock) and 1,462 shares of Class B Common Stock (146 dividend shares of Class A Common Stock).
(2) On February 25, 2016 the reporting person vested in these 26,666.47 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.
(3) 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 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 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.

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