| 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 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2009 | 3. Issuer Name and Ticker or Trading Symbol
OSG America L.P.
[OSP]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Chief Financial Officer |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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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 Beneficially Owned |
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| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Common Units representing limited partner interests
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6,859
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D
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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 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 Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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| Explanation of Responses: |
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| /s/James I. Edelson, Attorney-in-Fact pursuant to a power of attorney attached | 01/26/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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).
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| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
EX-24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints each of James I. Edelson, Myles R. Itkin, Alan G. Himmelstein, Peter N. Popov and Janice K. Smith, acting singly, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead,
in any and all capacities, to:
(1) execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Section 16 of such act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting
securities of OSG America L.P., a Delaware limited partnership (the “Partnership”), including but not limited to Forms 3, 4 and 5 under such act and any amendments thereto;
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Partnership’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to
the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;
(3) neither the Partnership nor any such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact, for and on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This power of attorney shall be valid from the date hereof until revoked by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 20th day of January, 2009.
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/s/Henry P. Flinter
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Henry Flinter
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STATE OF NEW YORK )
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COUNTY OF NEW YORK )
On this 20th day of January, 2009, Henry P. Flinter personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
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/s/Annette F. Miller
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Notary Public
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Annette F. Miller
Notary Public, State of New York
No. 43-4857959
Qualified in Richmond County
Certified in New York County
Commission Expires May 5, 2010
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