13D Filing: Paulson & Co and Overseas Shipholding Group Inc (OSG)

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The consideration for the purchase of the securities reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $196 million was paid to acquire such securities.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

As of the date hereof, the Reporting Person may be deemed to beneficially own 10,955,418 shares of Class A Common Stock, constituting approximately 14.7% of the shares of Class A Common Stock outstanding (see Note 1).

                     (i)    Sole power to vote or direct the vote: 10,955,418 (see Note 1).

                     (ii)   Shared power to vote or direct the vote: 0

                      (iii)   Sole power to dispose or direct the disposition: 10,955,418 (see Note 1).

                      (iv)   Shared power to dispose or direct the disposition: 0

Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds and PCO Shipping LLC. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds and PCO Shipping LLC. The pecuniary interest of all securities reported in this Schedule is owned by the Funds or PCO Shipping LLC, as the case may be. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The quantity of shares reported by the Reporting Person includes 586,100 shares which are pending removal of the restrictive legend.  Once the restrictive legend is removed the Reporting Person’s beneficial ownership will be reduced by such amount.