OSG Overseas Shipholding Group Inc

Item 1. Security of the Issuer.

This Amendment No. 8 amends the Schedule 13D filed with the Securities and Exchange Commission on August 15, 2014 (as amended by Amendment No. 1 thereto filed on March 11, 2016, Amendment No. 2 thereto filed on May 4, 2016, Amendment No. 3 thereto filed on March 14, 2017, Amendment No. 4 thereto filed on March 23, 2017, Amendment No. 5 thereto filed on February 15, 2018, Amendment No. 6 thereto filed on April 24, 2018 and Amendment No. 7 thereto filed on August 14, 2018, the “ Schedule 13D ”), relating to the shares of Class A Common Stock, par value $0.01 per share (the “ Class  A Common Stock ”), of Overseas Shipholding Group, Inc., a Delaware corporation (“ OSG ” or the “ Issuer ”). The Issuer’s principal executive office is located at 302 Knights Run Avenue, Tampa, Florida 33602. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:

(a-b) The percentage set forth in this Schedule 13D is based on the 85,263,690 shares of Class A Common Stock outstanding as of March 4, 2019, as reported on the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 15, 2019. The information set forth in Rows 7-13 of the Cover Page of this Schedule 13D is hereby incorporated herein by reference.

(c) During the last 60 days, the Investment Manager effected the following transactions in the Class A Common Stock:

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however , that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)