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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1. Name and Address of Reporting Person *   CAXTON INTERNATIONAL LTD 2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2014 3. Issuer Name and Ticker or Trading Symbol OVERSEAS SHIPHOLDING GROUP INC [OSG] (Last) (First) (Middle) C/O PRIME MANAGEMENT LIMITED, MECHANICS BLDG, 12 CHURCH STREET 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) HAMILTON, D0 HM11 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 43,486,841 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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
Warrants	  (1)	08/05/2039	Class A Common Stock	32,601,606	$ 0.01	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAXTON INTERNATIONAL LTD C/O PRIME MANAGEMENT LIMITED MECHANICS BLDG, 12 CHURCH STREET HAMILTON, D0 HM11	Â	  X	Â	Â
CAXTON ASSOCIATES LP PRINCETON PLAZA, BUILDING 2 731 ALEXANDER ROAD PRINCETON, NJ 08540	Â	  X	Â	Â
Canterbury Holdings (USA) LLC 500 PARK AVENUE NEW YORK, NY 10022	Â	  X	Â	Â
Canterbury Holdings Ltd TRUST CORPORATION OF THE CHANNEL ISLANDS ROSENEATH, THE GRANGE ST. PETER PORT, Y7 GY1	Â	  X	Â	Â
Law Andrew E 731 ALEXANDER ROAD, BLDG 2 PRINCETON, NJ 08540	Â	  X	Â	Â
Agnes III Peter W 731 ALEXANDER ROAD PRINCETON, NJ 08540	Â	  X	Â	Â

Signatures

Jospeh Kelly		08/15/2014
**Signature of Reporting Person		Date
Maxwell Quin		08/15/2014
**Signature of Reporting Person		Date
Scott B. Bernstein		08/15/2014
**Signature of Reporting Person		Date
Ajay Mehra on behalf of Andrew E. Law, as sole director, as attorney-in-fact		08/15/2014
**Signature of Reporting Person		Date
Ajay Mehra on behalf of ANdrew E. LAw, as attorney-in-fact		08/15/2014
**Signature of Reporting Person		Date
Peter W. Agnes III		08/15/2014
**Signature of Reporting Person		Date
Scott B. Bernstein		08/15/2014
**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 of Overseas Shipholding Group, Inc. deemed to be beneficially owned by the Reporting Persons (as named herein) is calculated on an aggregate of 10,885,235 shares of Class A common stock and 32,601,606 shares of Class A common stock issuable upon exercise of 32,601,606 Warrants, in each case held by Reporting Persons as of August 5, 2014. The Warrants may be exercised only with the consent of Overseas Shipholding Group, Inc. and are subject to certain restrictions set out in the terms of the Warrants and the organizational documents of Overseas Shipholding Group, Inc.

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