UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
OMB Number:
3235-0101
Washington, D.C. 20549
Expires:
June 30, 2020
 
Estimated average burden
FORM 144
 hours per response
1.00
NOTICE OF PROPOSED SALE OF SECURITIES
SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
   
 
CUSIP NUMBER
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
 
    
1 (a) NAME OF ISSUER (Please type or print)
(b) IRS IDENT. NO.
(c) S.E.C. FILE NO
WORK LOCATION
 
Overseas Shipholding Group, Inc. (the “Issuer”)
 
13-2637623
 
001-06479
  
1 (d) ADDRESS OF ISSUER
  STREET 
CITY
STATE
ZIP CODE
(e) TELEPHONE NO
  Two Harbour Place, 302 Knights Run Avenue, Suite 1200
Tampa
FL
33602
AREA
 CODE
  
NUMBER
  813 209-0600
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD  
(b) RELATIONSHIP TO ISSUER
 (c) ADDRESS STREET 
CITY
STATE
ZIP CODE
Paulson & Co. Inc.(1)  
>10% stockholder; affiliate of director
 1251 Avenue of the Americas New York
NY
10020
 
INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities To Be Sold
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker  who is Acquiring the Securities
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO.  DAY  YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Class A Common Stock
BTIG, LLC
600 Montgomery Street, 6th Floor
San Francisco, CA 94111
  
116,881
$263,000
75,034,126
 8/11/2017
NYSE
 
INSTRUCTIONS:
 
 
 
 
1.
(a)
Name of issuer
 
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer's I.R.S. Identification Number
 
 
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer's S.E.C. file number, if any
 
 
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer's address, including zip code
 
 
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice
 
(e)
Issuer's telephone number, including area code
 
 
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
 
 
 
 
 
(f)
Approximate date on which the securities are to be sold
2.
(a)
Name of person for whose account the securities are to be sold
 
 
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(b)
Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
 
 
 
 
 
(c)
Such person's address, including zip code
 
 
 
 
 
Potential persons who are to 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 1147 (08-07)
 
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
Nature of Payment
Class A Common Stock
8/5/2014
Consummation of the plan of reorganization of the Issuer.
Issuer
56,425,082 Class A Common Stock(2)
8/5/2014
Cash
Class A Common Stock 12/17/2015 Stock dividend. Issuer 5,642,505 Class A Common Stock(2) N/A N/A


INSTRUCTIONS:
  
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
 
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
                                    
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
Securities Sold
Gross Proceeds
Paulson & Co.
1251 Avenue of the Americas
New York, NY 10020
Class A Common Stock
6/1/2017
 2,221(3) $6,932.40(4)
Paulson & Co.
1251 Avenue of the Americas
New York, NY 10020
Class A Common Stock
6/9/2017
45,139
$122,493.70
Paulson & Co.
1251 Avenue of the Americas
New York, NY 10020
Class A Common Stock
6/13/2017
 216,000
$583,869.60
Paulson & Co.
1251 Avenue of the Americas
New York, NY 10020
Class A Common Stock
6/14/2017
370,100
 $967,171.60
 
REMARKS:
 
1.  Paulson & Co. Inc. (“Paulson”) is an investment advisor registered under the Investment Advisors Act of 1940.  Paulson is the investment manager of certain investment funds (the “Funds”) and certain separately managed accounts (the “Seperately Managed Accounts”).  John Paulson is the controlling person of Paulson.  All of the Class A Common Stock (the “Common Stock”) of Overseas Shipholding Group, Inc. reported on this form are owned by the Funds or held in the Sepearately Managed Accounts, and such sales are the result of ordinary course rebalancing transactions in which the Funds and Separately Managed Accounts purchased and sold the Common Stock in equal amounts with no change in the aggregate number of such shares of Common Stock owned by the Funds and Separately Managed Accounts as a result of such transactions.
 
2.  Subsequent to such acquisition, the Company effected a reverse stock split on June 13, 2016.
 
3.  Such shares of Common Stock were surrendered to the Issuer in connection with a cashless exercise of Class A Warrants of the Issuer.
 
4.  Amount shown represents approximate value of shares surrendered. No cash proceeds were received as a result of such surrender.
 
INSTRUCTIONS:
  
ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
  
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

 
  August 11, 2017     /s/ Stuart L. Merzer  
 
DATE OF NOTICE
    
Name: Stuart L. Merzer, General Counsel and Chief Compliance Officer
         
 
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
  
The notice shall be signed by the person for whose account the securities are to be sold. At least one
copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.


ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
 
SEC 1147 (02-08)