- Statement of Changes in Beneficial Ownership (4)
December 09 2009 - 7:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
OVERSEAS SHIPHOLDING GROUP INC
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2. Issuer Name
and
Ticker or Trading Symbol
OSG America L.P.
[
OSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
666 THIRD AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2009
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Limited Partnership Interest
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12/7/2009
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12/7/2009
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P
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5652457
(1)
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A
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$10.25
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13652892
(5)
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I
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See footnotes
(4)
(5)
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Limited Partnership Interest
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12/8/2009
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12/8/2009
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P
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1000
(2)
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A
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$10.25
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13653892
(5)
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I
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See footnotes
(4)
(5)
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Limited Partnership Interest
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12/9/2009
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12/9/2009
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P
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3300
(3)
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A
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$10.25
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13657192
(5)
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I
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See footnotes
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Common units purchased pursuant to the Offer to Purchase by OSG Bulk Ships, Inc. ("Bulk Ships"), a wholly owned subsidiary of
the reporting person, dated November 5, 2009, whereby Bulk Ships offered to purchase any and all common units representing
limited partner interests of OSG America L.P. validly tendered in response to its offer (the "Offer").
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(
2)
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Represents 1,000 common units tendered pursuant to a Notice of Guaranteed Delivery, which were accepted pursuant to the terms
of the Offer and for which valid tender was completed on December 8, 2009.
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(
3)
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Represents 3,300 common units tendered pursuant to a Notice of Guaranteed Delivery, which were accepted pursuant to the terms
of the Offer and for which valid tender was completed on December 9, 2009.
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(
4)
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Overseas Shipholding Group, Inc. ("OSG") indirectly owns 100% of OSG America LLC ("OSG GP"), the sole general partner of the
Issuer. OSG GP owns a 2% general partner interest in the Issuer.
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(
5)
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The transactions reported herein were effected by Bulk Ships. Prior to the transactions reported herein, subsidiaries of OSG
owned an aggregate of 8,000,435 common units and 15,000,000 subordinated units of the Issuer. (This filing also reflects a
correction to the previous filing in that the number of common units held by the reporting person prior to this transaction
should have been 8,000,435 and not 8,000,434.) OSG GP owns 612,245 general partner units and also owns incentive
distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions in
excess of specified amounts. OSG is the indirect beneficial owner of the general partner interest in the Issuer and the IDRs
owned by OSG GP.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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OVERSEAS SHIPHOLDING GROUP INC
666 THIRD AVENUE
NEW YORK, NY 10017
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X
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Signatures
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By /s/James I. Edelson, General Counsel and Secretary
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12/9/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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