SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sphere 3D Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
84841Q109
(CUSIP Number)
July 8, 2014
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this
Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 84841Q109
1. |
Name of Reporting Persons |
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Pinetree Income Partnership |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Ontario, Canada |
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5. |
Sole Voting Power |
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Number of |
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0 |
Shares |
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|
Beneficially |
6. |
Shared Voting Power |
Owned by |
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|
Each |
|
3,151,664 |
Reporting |
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|
Person |
7. |
Sole Dispositive Power |
With |
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0 |
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8. |
Shared Dispositive Power |
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3,151,664 |
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9. |
Aggregate Amount Beneficially Owned by each Reporting Person |
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3,151,664 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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9.1% |
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12. |
Type of Reporting Person (See Instructions) |
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PN |
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Cusip No. 84841Q109
1. |
Name of Reporting Persons |
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Pinetree Capital Investment Corp. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Ontario, Canada |
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5. |
Sole Voting Power |
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|
Number of |
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0 |
Shares |
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|
Beneficially |
6. |
Shared Voting Power |
Owned by |
|
|
Each |
|
3,151,664 |
Reporting |
|
|
Person |
7. |
Sole Dispositive Power |
With |
|
|
|
|
0 |
|
|
|
|
8. |
Shared Dispositive Power |
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|
3,151,664 |
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9. |
Aggregate Amount Beneficially Owned by each Reporting Person |
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|
3,151,664 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
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9.1% |
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12. |
Type of Reporting Person (See Instructions) |
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CO |
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Cusip No. 84841Q109
1. |
Name of Reporting Persons |
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Emerald Capital Corp. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Alberta, Canada |
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5. |
Sole Voting Power |
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Number of |
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0 |
Shares |
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Beneficially |
6. |
Shared Voting Power |
Owned by |
|
|
Each |
|
3,151,664 |
Reporting |
|
|
Person |
7. |
Sole Dispositive Power |
With |
|
|
|
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0 |
|
|
|
|
8. |
Shared Dispositive Power |
|
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|
|
|
3,151,664 |
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9. |
Aggregate Amount Beneficially Owned by each Reporting Person |
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|
|
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|
3,151,664 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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|
|
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|
|
11. |
Percent of Class Represented by Amount in Row (9) |
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9.1% |
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12. |
Type of Reporting Person (See Instructions) |
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CO |
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|
Cusip No. 84841Q109
1. |
Name of Reporting Persons |
|
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|
Pinetree Capital Ltd. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Ontario, Canada |
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5. |
Sole Voting Power |
|
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|
Number of |
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0 |
Shares |
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|
Beneficially |
6. |
Shared Voting Power |
Owned by |
|
|
Each |
|
3,151,664 |
Reporting |
|
|
Person |
7. |
Sole Dispositive Power |
With |
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|
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0 |
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8. |
Shared Dispositive Power |
|
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|
3,151,664 |
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|
9. |
Aggregate Amount Beneficially Owned by each Reporting Person |
|
|
|
|
|
3,151,664 |
|
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|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
|
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|
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11. |
Percent of Class Represented by Amount in Row (9) |
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9.1% |
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12. |
Type of Reporting Person (See Instructions) |
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CO |
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Cusip No. 84841Q109
1. |
Name of Reporting Persons |
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Sheldon Inwentash |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Canada |
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5. |
Sole Voting Power |
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|
Number of |
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1,351,371 |
Shares |
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Beneficially |
6. |
Shared Voting Power |
Owned by |
|
|
Each |
|
3,151,664 |
Reporting |
|
|
Person |
7. |
Sole Dispositive Power |
With |
|
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|
1,351,371 |
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|
8. |
Shared Dispositive Power |
|
|
|
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|
3,151,664 |
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|
9. |
Aggregate Amount Beneficially Owned by each Reporting Person |
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|
4,503,035 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
|
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11. |
Percent of Class Represented by Amount in Row (9) |
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13.0% |
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12. |
Type of Reporting Person (See Instructions) |
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IN |
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Item 1(a). Name of Issuer:
Sphere 3D Corporation
Item 1(b). Address of Issuer’s Principal Executive
Offices:
240 Matheson Blvd. East
Mississauga, Ontario
L4Z 1X1
Canada
Item 2(a). Name of Person(s) Filing:
Pinetree Income Partnership
Pinetree Capital Investment Corp.
Emerald Capital Corp.
Pinetree Capital Ltd.
Sheldon Inwentash
Item 2(b). Address of Principal Business Office, or if None,
Residence:
The address of the principal business office of each of Pinetree
Income Partnership (“PIP”), Pinetree Capital Investment Corp. (“PCIC”), Emerald Capital Corp. (“Emerald”)
and Pinetree Capital Ltd. (“Pinetree”) is 130 King St. West, Suite 2500, Toronto, Ontario, Canada M5X 2A2.
The address of the principal business office of Sheldon Inwentash
(“Inwentash”) is 130 King Street West, Suite 2500, Toronto, Ontario Canada M5X 2A2.
Item 2(c). Citizenship:
PIP is a partnership organized under the laws of Ontario, Canada.
PCIC is a corporation organized under the laws of Ontario, Canada.
Emerald is a corporation organized under the laws of Alberta,
Canada.
Pinetree is a corporation organized under the laws of Ontario,
Canada.
Inwentash is a Canadian citizen.
Item 2(d). Title of Class of Securities:
Common Shares, without par value
Item 2(e). CUSIP Number:
84841Q109
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or Rule 13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨
Broker or dealer registered under section 15 of the Act. |
| (b) | ¨
Bank as defined in section 3(a)(6) of the Act. |
| (c) | ¨
Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | ¨
Investment company registered under section 8 of the Investment Company Act of 1940. |
| (e) | ¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
of 1940; |
| (j) | ¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________________.
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
As of the date of this filing, PIP beneficially owns
an aggregate of 3,151,664 Common Shares of the Issuer (the “PIP Shares”), including 2,849,164 Common Shares and 302,500
Common Shares issuable upon the exercise of warrants held by PIP.
By virtue of PIP’s direct ownership of the PIP
Shares and PCIC’s and Emerald’s collective ownership and control of PIP, and Pinetree’s ownership of PCIC and
Emerald; PCIC, Emerald, and Pinetree may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition
of the PIP Shares.
As of the date hereof, Inwentash is deemed to beneficially
own an aggregate of 4,503,035 Common Shares of the Issuer. This amount includes the PIP Shares and 1,351,371 Common Shares of the
Issuer that Inwentash owns directly (the “Inwentash Shares”). The Inwentash Shares consist of 1,275,121 Common Shares
and 76,250 Common Shares issuable upon the exercise of warrants held by Inwentash. Inwentash has sole power to direct the vote
and to direct the disposition of the Inwentash Shares. By virtue of his position as Chief Executive Officer of Pinetree, Inwentash
may be deemed to have shared power to vote the PIP Shares.
Each of PCIC, Emerald, Pinetree and Inwentash disclaims
beneficial ownership of the PIP Shares.
The PIP Shares represent approximately 9.1% of the
Issuer’s Common Shares, based on 34,335,102 issued and outstanding Common Shares of the Issuer as of December 2, 2014.
The PIP Shares and the Inwentash Shares together represent
approximately 13.0% of the Issuer’s Common Shares, based on 34,335,102 issued and outstanding Common Shares of the Issuer
as of December 2, 2014.
| (c) | Number of shares as to which such person has: |
(i) |
Sole power to vote or to direct the vote: |
|
|
PIP: |
0 |
|
PCIC: |
0 |
|
Emerald: |
0 |
|
Pinetree: |
0 |
|
Inwentash |
1,351,371 |
(ii) |
Shared power to vote or to direct the vote: |
|
|
PIP: |
3,151,664 |
|
PCIC: |
3,151,664 |
|
Emerald: |
3,151,664 |
|
Pinetree: |
3,151,664 |
|
Inwentash |
3,151,664 |
(iii) |
Sole power to dispose or to direct the disposition
of: |
|
|
PIP: |
0 |
|
PCIC: |
0 |
|
Emerald: |
0 |
|
Pinetree: |
0 |
|
Inwentash |
1,351,371 |
(iv) |
Shared power to dispose or to direct the
disposition of: |
|
|
PIP: |
3,151,664 |
|
PCIC: |
3,151,664 |
|
Emerald: |
3,151,664 |
|
Pinetree: |
3,151,664 |
|
Inwentash |
3,151,664 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
| Item 6. | Ownership of More Than Five Percent on Behalf of Another
Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the
Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
(a) Not applicable.
(b) Not applicable.
(c) The following certification shall be
included if the statement is filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
December 8, 2014 |
|
(Date) |
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PINETREE INCOME PARTNERSHIP |
|
|
|
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By: |
/s/ Gerry Feldman |
|
Name: |
Gerry Feldman |
|
Title: |
Authorized Signing Officer* |
|
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|
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|
PINETREE CAPITAL INVESTMENT CORP. |
|
|
|
|
|
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|
By: |
/s/ Gerry Feldman |
|
Name: |
Gerry Feldman |
|
Title: |
Chief Financial Officer |
|
|
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|
EMERALD CAPITAL CORP. |
|
|
|
|
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By: |
/s/ Sheldon Inwentash |
|
Name: |
Sheldon Inwentash |
|
Title: |
President |
|
|
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|
|
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|
PINETREE CAPITAL LTD. |
|
|
|
|
|
|
|
By: |
/s/ Gerry Feldman |
|
Name: |
Gerry Feldman |
|
Title: |
VP Corporate Development
and Chief Financial Officer |
|
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|
|
|
|
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|
/s/ Sheldon Inwentash |
|
|
Sheldon Inwentash |
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties for whom copies are to be
sent.
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
* Resolutions of the partners of Pinetree Income Partnership,
dated as of June 13, 2014 (the “Resolutions”), appoint Mr. Feldman as Authorized Signing Officer. The Resolutions,
which were filed as Exhibit 2 to Schedule 13D filed by Pinetree Income Partnership with respect to Overland Storage, Inc. on June
13, 2014, are incorporated herein by reference.
Exhibit 1
Joint Filing Agreement
Joint Filing Agreement, dated as of December 8,
2014, by and among Pinetree Income Partnership, Pinetree Capital Investment Corp., Emerald Capital Corp., Pinetree Capital Ltd.
and Sheldon Inwentash (collectively, the “Parties”).
Each of the Parties hereto represents to
the other Parties that it is eligible to use Schedule 13D to report its beneficial interest in common shares, without par value,
of Sphere 3D Corporation (“Schedule 13D”) and it will file the Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible
for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information
concerning itself contained in the Schedule 13D, but not for the completeness or accuracy of the information concerning the other
Parties except to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.
|
|
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|
PINETREE INCOME PARTNERSHIP |
|
|
|
|
|
|
|
By: |
/s/ Gerry Feldman |
|
Name: |
Gerry Feldman |
|
Title: |
Authorized Signing Officer |
|
|
|
|
|
|
|
PINETREE CAPITAL INVESTMENT CORP. |
|
|
|
|
|
|
|
By: |
/s/ Gerry Feldman |
|
Name: |
Gerry Feldman |
|
Title: |
Chief Financial Officer |
|
|
|
|
|
|
|
EMERALD CAPITAL CORP. |
|
|
|
|
|
|
|
By: |
/s/ Sheldon Inwentash |
|
Name: |
Sheldon Inwentash |
|
Title: |
President |
|
|
|
|
|
|
|
PINETREE CAPITAL LTD. |
|
|
|
|
|
|
|
By: |
/s/ Gerry Feldman |
|
Name: |
Gerry Feldman |
|
Title: |
VP Corporate Development
and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
/s/ Sheldon Inwentash |
|
|
Sheldon Inwentash |
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