Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
May 24 2024 - 4:34PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 10)* |
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Overseas Shipholding
Group, Inc. |
(Name of Issuer) |
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Class A Common Stock,
par value $0.01 per share |
(Title of Class of Securities) |
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69036R863 |
(CUSIP Number) |
Cyrus Capital Partners, L.P.
65 East 55th Street, 35th Floor
New York, New York 10022
(212) 380-5800
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Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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May 22, 2024 |
(Date of Event Which Requires Filing of This Statement) |
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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 Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following box. ý
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s 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).
CUSIP No. 69036R863 | SCHEDULE 13D/A | Page 2 of 7 Pages |
1 |
NAME OF REPORTING PERSONS
Cyrus Capital Partners, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
160,696* |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
160,696* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
160,696* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2% |
14 |
TYPE OF REPORTING PERSON
PN/IA |
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* Includes 160,696
shares of restricted Class A Common Stock that were granted to CCP by the Company pursuant to the Company’s Non-Employee Director
Incentive Compensation Plan (the “Director Shares”).
CUSIP No. 69036R863 | SCHEDULE 13D/A | Page 3 of 7 Pages |
1 |
NAME OF REPORTING PERSONS
Cyrus Capital Partners GP, L.L.C. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
160,696* |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
160,696* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
160,696* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2% |
14 |
TYPE OF REPORTING PERSON
OO |
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* Includes 160,696
Director Shares.
CUSIP No. 69036R863 | SCHEDULE 13D/A | Page 4 of 7 Pages |
1 |
NAME OF REPORTING PERSONS
Stephen C. Freidheim |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
160,696* |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
160,696* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
160,696* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2% |
14 |
TYPE OF REPORTING PERSON
IN |
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* Includes 160,696
Director Shares.
CUSIP No. 69036R863 | SCHEDULE 13D/A | Page 5 of 7 Pages |
This Amendment No. 10 (“Amendment No. 10”)
amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2015 (the
“Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August 5, 2015 (“Amendment No.
1”), Amendment No. 2 filed with the SEC on June 23, 2016 (“Amendment No. 2”), Amendment No. 3 filed with
the SEC on March 15, 2019 (“Amendment No. 3”), Amendment No. 4 filed with the SEC on March 24, 2022 (“Amendment
No. 4”), Amendment No. 5 filed with the SEC on November 15, 2022 (“Amendment No. 5”), Amendment No. 6 filed
with the SEC on August 28, 2023 (“Amendment No. 6”), Amendment No. 7 filed with the SEC on September 18, 2023 (“Amendment
No. 7”), Amendment No. 8 filed with the SEC on November 13, 2023 (“Amendment No. 8”) and Amendment No. 9
filed with the SEC on December 22, 2023 (“Amendment No. 9”, and together with the Original Schedule 13D, Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and this
Amendment No. 10, the “Schedule 13D”) with respect to Class A Common Stock, par value $0.01 per share (the “Class
A Common Stock”), of Overseas Shipholding Group, Inc., a Delaware corporation (the “Company”). Capitalized
terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D. This Amendment No.
10 amends Items 5(a)-(c) and (e) as set forth below.
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER: |
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Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: |
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(a) |
See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Class A Common Stock and percentages of the Class A Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 72,030,977 shares of Class A Common Stock issued and outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report for the quarterly period ended March 31, 2024, filed on Form 10-Q with the SEC on May 10, 2024. |
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(b) |
See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
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(c) |
The transactions in the shares of Class A Common Stock effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule A and are incorporated herein by reference. |
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(e) |
May 22, 2024. |
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CUSIP No. 69036R863 | SCHEDULE 13D/A | Page 6 of 7 Pages |
SCHEDULE A
Transactions in the Shares of Class A Common Stock
of the Company by the Reporting Persons During the Past Sixty (60) Days
The following table sets
forth all transactions in the shares of Class A Common Stock effected during the past sixty (60) days by the Reporting Persons. Except
as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.
Trade Date |
Shares Purchased (Sold) |
Price Per Share ($) |
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05/22/2024 |
(4,103,391) |
8.43 |
CUSIP No. 69036R863 | SCHEDULE 13D/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of
its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 24, 2024
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Cyrus Capital Partners, L.P. |
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By: |
/s/ Stephen C. Freidheim |
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Name: |
Stephen C. Freidheim |
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Title: |
Authorized Signatory |
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Cyrus Capital Partners GP, L.L.C. |
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By: |
/s/ Stephen C. Freidheim |
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Name: |
Stephen C. Freidheim |
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Title: |
Manager |
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/s/ Stephen C. Freidheim |
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Stephen C. Freidheim |
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