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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3235-0287

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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 * REDDY J PATRICK	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O OVERSEAS SHIPHOLDING GROUP, INC., 302 KNIGHTS RUN AVE, SUITE 1200	3. Date of Earliest Transaction (MM/DD/YYYY) 5/28/2020
(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, par value $.01 per share	5/30/2020		A		47753 (1)	A	$0 (1)	71053	D

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	$0.0 (2)	5/28/2020		A		37800 (2)		(2)	(2)	Class A Common Stock	37800.0 (2)	$0	85553	D
Restricted Stock Units	$0.0 (1)	5/30/2020		M			47753 (1)	(1)	(1)	Class A Common Stock	47753.0 (1)	$0	37800	D

Explanation of Responses:
(1)	Represents May 30, 2020 vesting of restricted stock units granted on May 30, 2019 pursuant to the Overseas Shipholding Group, Inc. ("OSG") Non-Employee Director Incentive Compensation Plan. Each unit represents the right to acquire one share of Class A Common Stock.
(2)	These restricted stock units were granted pursuant to the Overseas Shipholding Group, Inc. ("OSG") Non-Employee Director Incentive Compensation Plan (the "Plan"), as amended and restated, and vest on May 28, 2021. Each unit represents the right to acquire one share of Class A Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REDDY J PATRICK C/O OVERSEAS SHIPHOLDING GROUP, INC. 302 KNIGHTS RUN AVE, SUITE 1200 TAMPA, FL 33602	X

Signatures
/s/ John P Reddy by Susan Allan, attorney-in-fact		6/1/2020
**Signature of Reporting Person		Date