Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Norton Samuel H	2. Issuer Name and Ticker or Trading Symbol OVERSEAS SHIPHOLDING GROUP INC [ OSG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) 302 KNIGHTS RUN AVE, SUITE 1200	3. Date of Earliest Transaction (MM/DD/YYYY) 3/20/2020
(Street) TAMPA, FL 33602 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	3/20/2020		P		47252 (1)	A	$1.9702 (1)	1418956	D (2)
Class A Common Stock	3/22/2020		A		52557 (3)	A	$0 (3)	1471513	D (2)
Class A Common Stock	3/22/2020		F		15555 (4)	D	$1.99	1455958	D (2)
Class A Common Stock	3/23/2020		A		2751 (5)	A	$0 (5)	1458709	D (2)
Class A Common Stock	3/23/2020		F		1083 (4)	D	$1.87	1457626	D (2)
Class A Common Stock	3/23/2020		P		30000 (6)	A	$1.9761 (6)	1487626	D (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (3)	$0.0	3/22/2020		M			52557	(3)	(3)	Class A Common Stock	52557.0	$0	105115	D
Restricted Stock Units (5)	$0.0	3/23/2020		M			2751	(5)	(5)	Class A Common Stock	2751.0	$0	0	D
Restricted Stock Units (7)	(7)	3/23/2020		A		261571		(7)	(7)	Class A Common Stock	261571.0	$0	261571	D
Performance Restricted Stock Units (8)	(8)	3/23/2020		A		130785		(8)	(8)	Class A Common Stock	130785.0	$0	130785	D
Performance Restricted Stock Units (8)	(8)	3/23/2020		A		130785		(8)	(8)	Class A Common Stock	130785.0	$0	261570	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions with prices ranging from $1.84 to $2.00 inclusive. The reporting person undertakes to provide to Overseas Shipholding Group Inc., any security holder of Overseas Shipholding Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.
(2)	Shares are held in a revocable trust in which Mr. Norton is the sole trustee.
(3)	Represents partial vesting of restricted stock units granted on March 22, 2019 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan. The units vest as to one-third of such units on the first, second and third anniversaries of March 22, 2019. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.
(4)	Represents shares of Class A Common Stock withheld by the registrant in payment of the reporting person's tax withholding liability incurred as a result of the vesting the Restricted Stock Units.
(5)	Represents partial vesting of restricted stock units granted on March 23, 2017 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Management Incentive Compensation Plan. The units vest as to one-third of such units on the first, second and third anniversaries of March 23, 2017. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.
(6)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions with prices ranging from $1.93 to $2.00 inclusive. The reporting person undertakes to provide to Overseas Shipholding Group Inc., any security holder of Overseas Shipholding Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.
(7)	These restricted stock units were granted pursuant to the Overseas Shipholding Group, Inc. ("OSG") Incentive Compensation Plan for Management (the "Plan") and vest as to one-third of such units on each of the first, second and the third anniversaries of March 23, 2020 (the "Vesting Commencement Date"). Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion. Settlement must occur no later than 60 days following the vesting of the units.
(8)	These restricted stock units were granted pursuant to the Plan and vest on December 31, 2022 at the end of the three-year performance period. Each unit represents the right to acquire one share of Class A Common Stock, subject to the satisfaction of the applicable performance goal. Settlement of the vested units may be in either shares of Class A Common Stock or cash, as determined by the Committee in its discretion. Settlement must occur no later than 60 days after the date of the Committee's certification following the end of the performance period of the level of attainment of the applicable performance goal.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Norton Samuel H 302 KNIGHTS RUN AVE, SUITE 1200 TAMPA, FL 33602	X		President and CEO

Signatures
/s/ Samuel H. Norton by Deanna Marshall, Attorney-in-fact		3/23/2020
**Signature of Reporting Person		Date