Edgar Filing: OVERSEAS SHIPHOLDING GROUP INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â CYRUS CAPITAL PARTNERS, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2014

3. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSGIQ]

(Last)

(First)

(Middle)

339 PARK AVENUE, 39TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	33,441,659	I	By investment manager to Cyrus Polaris LLC ⁽¹⁾ ⁽²⁾
Class A Common Stock	3,636,789	I	By investment manager to Cyrus Polaris II LLC ⁽¹⁾ ⁽³⁾
Class A Common Stock	9,826,873	I	By investment manager to CYR Fund, L.P. ⁽¹⁾ ⁽⁴⁾
Class A Common Stock	2,793,707	I	By investment manager to Crescent 1, L.P. ⁽¹⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	Â ⁽⁷⁾	08/05/2039	Class A Common Stock	8,367,240	$ 0.01	I	By investment manager to Crescent 1, L.P. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CYRUS CAPITAL PARTNERS, L.P. 339 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
CYRUS CAPITAL PARTNERS GP, LLC 339 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
FREIDHEIM STEPHEN C 339 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Cyrus Polaris LLC 339 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

Cyrus Capital Partners, L.P., /s/ Thomas Stamatelos, Name: Thomas Stamatelos, Title: Authorized Signatory		08/19/2014
^**Signature of Reporting Person		Date
Cyrus Capital Partners GP, L.L.C., /s/ Stephen C. Freidheim, Name: Stephen C. Freidheim, Title: Manager		08/19/2014
^**Signature of Reporting Person		Date
/s/ Stephen C. Freidheim, Name: Stephen C. Freidheim		08/19/2014
^**Signature of Reporting Person		Date
Cyrus Polaris LLC, /s/ Thomas Stamatelos, Name: Thomas Stamatelos, Title: Authorized Signatory		08/19/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	For reporting purposes, the aggregate amount of Class A Common Stock deemed to be beneficially owned is calculated based on an aggregate of 49,699,028 shares of Issuer Class A Common Stock and 8,367,240 shares of Class A Common Stock issuable upon the exercise of 8,367,240 Warrants.
(2)	As the principal of Cyrus Capital Partners, L.P. ("CCP"), the investment manager to Cyrus Polaris LLC, and as the principal of Cyrus Capital Partners GP, L.L.C. ("CCPGP"), the general partner of CCP, Stephen C. Freidheim may be deemed to be the beneficial owner of a portion of the 33,441,659 shares of Class A Common Stock owned by Cyrus Polaris LLC. All discretion over Cyrus Polaris LLC's investment activities has been granted to CCP. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Polaris LLC.
(3)	As the principal of CCP, the investment manager to Cyrus Polaris II LLC, and as the principal of CCPGP, the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 3,636,789 shares of Class A Common Stock owned by Cyrus Polaris II LLC. All discretion over Cyrus Polaris II LLC's investment activities has been granted to CCP. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Polaris II LLC.
(4)	As the principal of CCP, the investment manager to CYR Fund, L.P., and as the principal of CCPGP, the general partner of CCP and the managing member of Cyrus Capital Advisors, L.L.C. ("CCA"), Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 9,826,873 shares of Class A Common Shares of Issuer owned by CYR Fund, L.P. An affiliate of CCP, CCA, serves as the general partner to CYR Fund, L.P. and has granted all discretion over CYR Fund, L.P.'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in CYR Fund, L.P.
(5)	As the principal of CCP, the investment manager to Crescent 1, L.P., and as the principal of CCPGP, the general partner of CCP and the managing member of CCA, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 2,793,707 shares of Class A Common Shares of Issuer owned by Crescent 1, L.P. An affiliate of CCP, CCA, serves as the general partner to Crescent 1, L.P. and has granted all discretion over Crescent 1, L.P..'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in Crescent 1, L.P.
(6)	As the principal of CCP, the investment manager to Crescent 1, L.P., and as the principal of CCPGP, the general partner of CCP and the managing member of CCA, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 8,367,240 Warrants of Issuer owned by Crescent 1, L.P. An affiliate of CCP, CCA, serves as the general partner to Crescent 1, L.P. and has granted all discretion over Crescent 1, L.P..'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in Crescent 1, L.P.
(7)	The Warrants may be exercised only with the Issuer's consent and subject to certain restrictions set forth in the Issuer's organizational documents.
Â Remarks: PursuantÂ toÂ RuleÂ 16a-1Â underÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â asÂ amendedÂ (theÂ "Act"),Â eachÂ ofÂ theÂ ReportingÂ PersonsÂ mayÂ beÂ deemedÂ toÂ beÂ theÂ beneficialÂ ownerÂ ofÂ theÂ securitiesÂ reportedÂ hereinÂ toÂ theÂ extentÂ ofÂ hisÂ orÂ itsÂ pecuniaryÂ interestÂ therein,Â butÂ thisÂ filingÂ shallÂ notÂ beÂ deemedÂ anÂ admissionÂ thatÂ anyÂ ReportingÂ PersonÂ isÂ orÂ was,Â forÂ theÂ purposesÂ ofÂ SectionÂ 16Â ofÂ theÂ ActÂ ofÂ otherwise,Â aÂ beneficialÂ ownerÂ ofÂ anyÂ securitiesÂ ofÂ theÂ Issuer.Â SuchÂ beneficialÂ ownershipÂ isÂ andÂ wasÂ expresslyÂ disclaimedÂ byÂ eachÂ ofÂ theÂ ReportingÂ PersonsÂ exceptÂ toÂ theÂ extentÂ ofÂ theirÂ pecuniaryÂ interests.

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