Sec Form 13D Filing - CYRUS CAPITAL PARTNERS LP filing for Overseas Shipholding Group, Inc. (OSG) - 2022-11-15

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ý

(Page 1 of 7 Pages)

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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes (i) 13,851,382 Warrants to purchase 2,631,760 shares of Class A Common Stock (see Item 6) and (ii) 160,696 shares of restricted Class A Common Stock that were granted to CCP by the Company pursuant to the Company’s Non-Employee Director Incentive Compensation Plan (the “Director Shares”). The Warrants may be exercised subject to certain restrictions set forth in the terms of the Warrants and the Company’s organizational documents. Certain Director Shares are subject to vesting requirements.

** The applicable percentage beneficially owned by the Reporting Persons as shown herein is computed based upon 79,518,552 shares of Class A Common Stock issued and outstanding, which is the difference obtained by subtracting (i) 5,000,0000 shares of the Class A Common Stock repurchased by the Company from certain of the Cyrus Funds pursuant to the stock purchase agreement entered into by and among the Company and certain of the Cyrus Funds, dated as of November 11, 2022 (the “Stock Purchase Agreement”) as described in Item 6 below from (ii) 84,518,552 shares of Class A Common Stock issued and outstanding as of November 1, 2022 as reported in the Issuer’s Quarterly Report for the quarterly period ended September 30, 2022, filed on Form 10-Q with the SEC on November 3, 2022.

* Includes (i) 13,851,382 Warrants to purchase 2,631,760 shares of Class A Common Stock (see Item 6) and (ii) 160,696 Director Shares. The Warrants may be exercised subject to certain restrictions set forth in the terms of the Warrants and the Company’s organizational documents. Certain Director Shares are subject to vesting requirements.

** The applicable percentage beneficially owned by the Reporting Persons as shown herein is computed based upon 79,518,552 shares of Class A Common Stock issued and outstanding, which is the difference obtained by subtracting (i) 5,000,0000 shares of the Class A Common Stock repurchased by the Company from certain of the Cyrus Funds pursuant to the Stock Purchase Agreement as described in Item 6 below from (ii) 84,518,552 shares of Class A Common Stock issued and outstanding as of November 1, 2022 as reported in the Issuer’s Quarterly Report for the quarterly period ended September 30, 2022, filed on Form 10-Q with the SEC on November 3, 2022.

* Includes (i) 13,851,382 Warrants to purchase 2,631,760 shares of Class A Common Stock (see Item 6) and (ii) 160,696 Director Shares. The Warrants may be exercised subject to certain restrictions set forth in the terms of the Warrants and the Company’s organizational documents. Certain Director Shares are subject to vesting requirements.

** The applicable percentage beneficially owned by the Reporting Persons as shown herein is computed based upon 79,518,552 shares of Class A Common Stock issued and outstanding, which is the difference obtained by subtracting (i) 5,000,0000 shares of the Class A Common Stock repurchased by the Company from certain of the Cyrus Funds pursuant to the Stock Purchase Agreement as described in Item 6 below from (ii) 84,518,552 shares of Class A Common Stock issued and outstanding as of November 1, 2022 as reported in the Issuer’s Quarterly Report for the quarterly period ended September 30, 2022, filed on Form 10-Q with the SEC on November 3, 2022.

This Amendment No. 5 (“Amendment No. 5”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August 5, 2015 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on June 23, 2016 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on March 15, 2019 (“Amendment No. 3”) and Amendment No. 4 filed with the SEC on March 24, 2022 (“Amendment No. 4”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, the “Schedule 13D”) with respect to Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Overseas Shipholding Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Item 4, Items 5(a)-(c) and Item 6 as set forth below.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 15, 2022