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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (1) (2) (3) (4) (5) | $ 0.01 | 11/26/2014 | S | 524,294 | (4) | 08/05/2039 | Class A Common Stock | 524,294 | $ 2.98 | 0 | D | ||||
Warrants (1) (2) (3) (4) (5) | $ 0.01 | 11/26/2014 | S | 524,294 | (4) | 08/05/2039 | Class A Common Stock | 524,294 | $ 2.98 | 0 | I | See Footnotes (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10017 |
X | |||
BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC 280 PARK AVENUE 12TH FLOOR NEW YORK, NY 10017 |
X |
BlueMountain Capital Management, LLC, By: /s/ Paul Friedman, Chief Compliance Officer | 12/01/2014 | |
**Signature of Reporting Person | Date | |
BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC, By: BlueMountain Capital Management, LLC, By: /s/ Paul Friedman, Chief Compliance Officer | 12/01/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class A Common Stock, par value $0.01 per share (the "Common Stock") of Overseas Shipholding Group, Inc. (the "Issuer") or any warrants to purchase Common Stock (the "Warrants"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest. |
(2) | BMCM is the investment manager of BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund plc ("AAI"), which is the direct beneficial owner of the Common Stock and Warrants reported on this Form 4. |
(3) | BMCM, although it directs the voting and disposition of the Common Stock and Warrants held by AAI, only receives an asset-based and performance-based fee relating to the Shares and Warrants held by AAI. |
(4) | The Warrants may be exercised only with the Issuer's consent and subject to certain restrictions set forth in the Issuer's organizational documents. |
(5) | The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. |