Overseas Shipholding Group (OSG): BHR Capital Reduces Stake

Page 4 of 6 – SEC Filing


Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated in its entirety
as follows:

(a) Rows 11-13 of the cover page of this Schedule 13D with respect to each Reporting Person is incorporated herein by reference.

The Reporting Persons beneficial ownership include 3,078,181 shares of Class A Common Stock issuable upon exercise of 16,200,956 Class A Warrants. The
percentage of Class A Common Stock beneficially owned is based on approximately 65,612,275 shares of Class A Common Stock outstanding. The Reporting Persons derived this outstanding share amount based on 393,673,653 shares of Class A Common Stock
outstanding as of May 5, 2016, as reported in the Issuers Form 10-Q filed on May 10, 2016, and giving effect to a 1:6 reverse stock split that occurred on June 13, 2016, as reported in the Issuers Form 8-K filed on June 7, 2016.

(b) Rows 7-10 of the cover page of this Schedule 13D with respect to each Reporting Person is incorporated herein by reference.

(c) Schedule A sets forth the Reporting Persons transactions in the Class A Common Stock and Class A Warrants in the sixty days prior to December 15,
2015, March 29, 2016, May 2, 2016 and June 13, 2016. On June 13, 2016, the Issuer effected a 1:6 reverse stock split. As a result of the reverse stock split, (i) BHR Master and BHR-OSG directly hold 398,957 and 972,126 shares of Class A Common
Stock, respectively and (ii) the 16,200,956 Class A Warrants held by BHR-OSG became exercisable for 3,078,181 shares of Class A Common Stock.

(d) Not applicable.

(e) Not applicable.

Follow Overseas Shipholding Group Inc (NYSE:OSG)