Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)*

 

 

OVERSEAS SHIPHOLDING GROUP, INC.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

69036R 103

(CUSIP Number)

Eric M. Albert

BlueMountain Capital Management, LLC

280 Park Avenue, 12th Floor

New York, New York 10017

212-905-5647

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2018

(Date of Event which Requires Filing of this Statement)

 

 

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

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CUSIP No. 69036R 103		Page 2 of 4

 

1		NAMES OF REPORTING PERSONS   BlueMountain Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   8,392,048
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   8,392,048
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,392,048
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.7% (1)
14		TYPE OF REPORTING PERSON (See instructions)   IA

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 78,361,687 shares of Class A Common Stock (as defined herein) outstanding as of January 31, 2018, as reported on Form 10-K/A (as defined herein).

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CUSIP No. 69036R 103		Page 3 of 4

Item 1. Security of the Issuer.

This Amendment No. 6 amends the Schedule 13D filed with the Securities and Exchange Commission on August 15, 2014 (as amended by Amendment No. 1 thereto filed on March 11, 2016, Amendment No. 2 thereto filed on May 4, 2016, Amendment No. 3 thereto filed on March 14, 2017, Amendment No. 4 thereto filed on March 23, 2017 and Amendment No. 5 thereto filed on February 15, 2018, the Schedule 13D), relating to the shares of Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of Overseas Shipholding Group, Inc., a Delaware corporation (OSG or the Issuer). The Issuers principal executive office is located at 302 Knights Run Avenue, Tampa, Florida 33602. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:

(a-c) This Statement is being filed by BlueMountain Capital Management, LLC, a Delaware limited liability company (the Investment Manager or Reporting Person), with respect to the Class A Common Stock beneficially owned by it.

The principal business of the Investment Manager is to serve as investment manager or non-member manager to a number of private investment funds and to make investment decisions on behalf of such entities. Earlier amendments incorrectly identified several of those entities as having beneficial ownership of certain shares of Class A Common Stock beneficially owned by the Investment Manager.

The executive officers, directors, and control persons of the Reporting Person are as follows:

 

Andrew Feldstein		Chief Executive Officer and Co-Chief Investment Officer of the Investment Manager
Michael Liberman		Co-President and Partner of the Investment Manager
Stephen Siderow		Co-President and Partner of the Investment Manager

The business address of the Investment Manager, Mr. Feldstein, Mr. Liberman and Mr. Siderow is 280 Park Avenue, 12th Floor, New York, New York 10017.

(f) Mr. Feldstein, Mr. Liberman and Mr. Siderow are U.S. citizens.

Item 5. Interest in Securities of the Issuer.

Paragraph (a), (b) and (c) of Item 5 of the Schedule 13D is hereby deleted and replaced with the following:

(a-b) The percentage set forth in this Schedule 13D is based on the 78,361,687 shares of Class A Common Stock outstanding as of January 31, 2018, as reported on the Issuers Form 10-K/A filed with the Securities and Exchange Commission on March 30, 2018 (Form 10-K/A). The information set forth in Rows 7-13 of the Cover Page of this Schedule 13D is hereby incorporated herein by reference.

(c) During the last 60 days ending April 24, 2018, the Investment Manager effected the following transactions in the Class A Common Stock:

 

Date		Amount				Price per Share				Type of Transaction
April 20, 2018			750,000			$	4.02			open market sale

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CUSIP No. 69036R 103		Page 4 of 4

 

SIGNATURE

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

Date: April 24, 2018

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)