If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box
☐
.
The information required on 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 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP NO. 84841L100
|
13D
|
Page 2 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Capital Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
17,184,055
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
17,184,055
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,184,055
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
28.3%
1
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
|
|
|
|
|
1
|
Includes (i) 8,166,666 Common Shares issuable upon conversion of US$24,500,000 in principal amount of the New Debentures at
a Conversion Price of US$3.00 per share, (ii) 300,000 Common Shares issuable upon exercise of the 2015 Warrants, (iii) 500,000
Common Shares issuable upon exercise of the December 2015 Warrants and (iv) 500,000 Common Shares issuable upon exercise of the
February 2016 Warrants.
|
CUSIP NO. 84841L100
|
13D
|
Page 3 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Crescent 1, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
174,041
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
174,041
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
174,041
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
0.3 %
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
|
|
|
|
CUSIP NO. 84841L100
|
13D
|
Page 4 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
CRS Master Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
151,458
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
151,458
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
151,458
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
0.3%
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
|
|
|
|
CUSIP NO. 84841L100
|
13D
|
Page 5 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Opportunities Master Fund II, Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Island
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
473,355
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
473,355
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
473,355
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
0.9 %
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
|
|
|
|
CUSIP NO. 84841L100
|
13D
|
Page 6 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Select Opportunities Master Fund, Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
76,427
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
76,427
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
76,427
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
0.1%
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
|
|
|
|
CUSIP NO. 84841L100
|
13D
|
Page 7 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Capital Partners GP, L.L.C.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
17,184,055
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
17,184,055
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,184,055
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
28.3%
1
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
1
|
Includes (i) 8,166,666 Common Shares issuable upon conversion of US$24,500,000 in principal amount of the New Debentures at
a Conversion Price of US$3.00 per share, (ii) 300,000 Common Shares issuable upon exercise of the 2015 Warrants, (iii) 500,000
Common Shares issuable upon exercise of the December 2015 Warrants and (iv) 500,000 Common Shares issuable upon exercise of the
February 2016 Warrants.
|
CUSIP NO. 84841L100
|
13D
|
Page 8 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Capital Advisors, L.L.C.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
325,499
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
325,499
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
325,499
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
0.6 %
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
CUSIP NO. 84841L100
|
13D
|
Page 9 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
FBC Holdings S.à. r.l.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
16,308,774
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
16,308,774
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
16,308,774
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
26.9 %
1
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
|
|
|
|
|
1
|
Includes (i) 8,166,666 Common Shares issuable upon conversion of US$24,500,000 in principal amount of the New Debentures at
a Conversion Price of US$3.00 per share, (ii) 300,000 Common Shares issuable upon exercise of the 2015 Warrants, (iii) 500,000
Common Shares issuable upon exercise of the December 2015 Warrants and (iv) 500,000 Common Shares issuable upon exercise of the
February 2016 Warrants.
|
CUSIP NO. 84841L100
|
13D
|
Page 10 of 16
|
1.
|
NAMES OF REPORTING PERSONS
|
Stephen C. Freidheim
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
8.
|
SHARED VOTING POWER
|
17,184,055
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
17,184,055
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,184,055
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
28.3%
1
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
|
|
|
|
|
1
|
Includes (i) 8,166,666 Common Shares issuable upon conversion of US$24,500,000 in principal amount of the New Debentures at
a Conversion Price of US$3.00 per share, (ii) 300,000 Common Shares issuable upon exercise of the 2015 Warrants, (iii) 500,000
Common Shares issuable upon exercise of the December 2015 Warrants and (iv) 500,000 Common Shares issuable upon exercise of the
February 2016 Warrants.
|
CUSIP NO. 84841L100
|
13D
|
Page 11 of 16
|
ITEM 1. Security and Issuer
This constitutes Amendment No. 4 (“Amendment No. 4”)
to the Schedule 13D relating to the shares of Common Stock of Sphere 3D Corporation (the “Issuer” or “Sphere
3D”) filed with the SEC on December 11, 2014 as subsequently amended by Amendment No. 1 filed on August 4, 2015 and further
amended by Amendment No. 2 filed on January 4, 2016 and Amendment No. 3 filed on April 28, 2016 (as so amended, the “Schedule
13D”) by Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus Capital”), Crescent 1, L.P., a
Delaware limited partnership (“CRES”), CRS Master Fund, L.P., a Cayman Islands exempted limited partnership (“CRS”),
Cyrus Opportunities Master Fund II, Ltd., a Cayman Islands exempted limited company (“CMFII”), Cyrus Select Opportunities
Master Fund, Ltd., a Cayman Islands exempted limited company (“CSOM”), Cyrus Capital Partners GP, L.L.C., a Delaware
limited liability company (“Cyrus GP”), Cyrus Capital Advisors, L.L.C., a Delaware limited liability company (“Cyrus
Advisors”), FBC Holdings S.à r.l., a Luxembourg private limited liability company (“FBC”) and Mr. Stephen
C. Freidheim (each of Cyrus Capital, CRES, CRS, CMFII, CSOM, Cyrus GP, Cyrus Advisors, FBC and Mr. Freidheim, a “Reporting
Person” and collectively the “Reporting Persons”). This Amendment No. 4 amends the Schedule 13D as specifically
set forth herein. Only those items amended are reported herein. Capitalized terms used in this Amendment No. 4 without being defined
herein have the respective meanings given to them in the Schedule 13D.
ITEM 3. Source and Amount of Funds or Other Consideration
(a) On September 16, 2016, Sphere 3D and FBC entered into a
Term Loan Agreement (the “2016 Loan Agreement”). Pursuant to the terms of the 2016 Loan Agreement, FBC provided Sphere
3D a US$2.5 million term loan which will mature on January 31, 2018. The obligations of Sphere 3D and certain of its subsidiaries
(collectively, the “Loan Parties”) under the 2016 Loan Agreement and related documents are secured by substantially
all assets of the Loan Parties. Interest at the rate of 20% per annum is payable monthly in cash on the last day of each calendar
month. The principal amount due under the 2016 Loan Agreement is repayable in equal monthly installments payable on the last day
of each month beginning on January 31, 2017.
(b) On June 30, 2016, FBC was issued 1,109,712 Common Shares
in lieu of US$871,013 of interest due and payable to FBC by Sphere 3D under the New Debentures. Each of such Common Shares was
issued at a price of US$0.785 per share.
(c) On June 5, 2016, Warrants to purchase 135,975 Common Shares
which were held by FBC expired.
ITEM 4. Purpose of Transaction
(a) On September 16, 2016, Sphere 3D and FBC entered into the
2016 Loan Agreement. Pursuant to the terms of the 2016 Loan Agreement, FBC provided Sphere 3D a US$2.5 million term loan which
will mature on January 31, 2018. The obligations of the Loan Parties under the 2016 Loan Agreement and related documents are secured
by substantially all assets of the Loan Parties. Interest at the rate of 20% per annum is payable monthly in cash on the last day
of each calendar month. The principal amount due under the 2016 Loan Agreement is repayable in equal monthly installments payable
on the last day of each month beginning on January 31, 2017.
CUSIP NO. 84841L100
|
13D
|
Page 12 of 16
|
(b) On June 30, 2016, FBC was issued 1,109,712 Common Shares
in lieu of US$871,013 of interest due and payable to FBC by Sphere 3D under the New Debentures. Each of such Common Shares was
issued at a price of US$0.785 per share.
(c) On June 5, 2016, Warrants to purchase 135,975 Common Shares
which were held by FBC expired.
The Reporting Persons expect to independently evaluate on an
ongoing basis Sphere 3D’s financial condition and prospects and their interest in, and intentions with respect to, Sphere
3D and their investment in the securities of, Sphere 3D, which review may be based on various factors, including whether various
strategic transactions have occurred or may occur, Sphere 3D’s business and financial condition, results of operations and
prospects, general economic and industry conditions, the securities markets in general and those for Sphere 3D’s securities
in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right
to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may
at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities
of Sphere 3D including Common Shares, dispose of all or a portion of the securities of Sphere 3D, including the Common Shares,
that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties
with respect to Sphere 3D’s securities. In addition, the Reporting Persons may engage in discussions with management of Sphere
3D, members of the board of directors of Sphere 3D, shareholders of Sphere 3D, industry analysts, existing or potential strategic
partners or competitors, investment and finance professionals, sources of credit, other investors and other relevant parties concerning
the operations, management, composition of Sphere 3D’s board of directors and management, ownership, capital structure, balance
sheet management, strategy and future plans of Sphere 3D including the possibility of proposing one of more acquisitions, business
combinations, mergers, asset sales, asset purchases or other similar transactions involving Sphere 3D and other third parties.
Except as set forth herein, the Reporting Persons do not have
present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by
reference.
ITEM 5. Interest in Securities of the Issuer
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Schedule 13D are incorporated herein by reference. Such information is based on 51,192,287 Common Shares outstanding at
July 27, 2016 as disclosed in the Management Information Circular of Sphere 3D dated as of August 4, 2016.
(c) Except for the transactions described in Item 4 above, there
have been no transactions with respect to the securities of Sphere 3D during the sixty days prior to the date of this Schedule
13D by the Reporting Persons, or to their knowledge, by any executive officer or director of the Reporting Persons.
CUSIP NO. 84841L100
|
13D
|
Page 13 of 16
|
(d) No other person is known by any Reporting Persons to have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities of Sphere
3D beneficially owned by any Reporting Person.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
On September 16, 2016, Sphere 3D and FBC entered into the 2016
Loan Agreement. Pursuant to the terms of the 2016 Loan Agreement, FBC provided Sphere 3D a US$2.5 million term loan which will
mature on January 31, 2018. The obligations of the Loan Parties under the 2016 Loan Agreement and related documents are secured
by substantially all assets of the Loan Parties. Interest at the rate of 20% per annum is payable monthly in cash on the last day
of each calendar month. The principal amount due under the 2016 Loan Agreement is repayable in equal monthly installments payable
on the last day of each month beginning on January 31, 2017.
The Reporting Persons expect to independently evaluate on an
ongoing basis Sphere 3D’s financial condition and prospects and their interest in, and intentions with respect to, Sphere
3D and their investment in the securities of, Sphere 3D, which review may be based on various factors, including whether various
strategic transactions have occurred or may occur, Sphere 3D’s business and financial condition, results of operations and
prospects, general economic and industry conditions, the securities markets in general and those for Sphere 3D’s securities
in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right
to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may
at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities
of Sphere 3D including Common Shares, dispose of all or a portion of the securities of Sphere 3D, including the Common Shares,
that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties
with respect to Sphere 3D’s securities. In addition, the Reporting Persons may engage in discussions with management of Sphere
3D, members of the board of directors of Sphere 3D, shareholders of Sphere 3D, industry analysts, existing or potential strategic
partners or competitors, investment and finance professionals, sources of credit, other investors and other relevant parties concerning
the operations, management, composition of Sphere 3D’s board of directors and management, ownership, capital structure, balance
sheet management, strategy and future plans of Sphere 3D including the possibility of proposing one of more acquisitions, business
combinations, mergers, asset sales, asset purchases or other similar transactions involving Sphere 3D and other third parties.
The Reporting Persons may be deemed to be a “group”
pursuant to Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any Common Stock beneficially
owned by any of the Reporting Persons for purposes of Section 13(d) of the Act, the rules promulgated thereunder or for any other
purpose.
The information set forth in Item 4 of this Schedule 13D is
hereby incorporated by reference.
CUSIP NO. 84841L100
|
13D
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Page 14 of 16
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ITEM 7. Material to be Filed as Exhibits
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99.2
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated
by reference to Schedule 13D as filed with the Securities and Exchange Commission on December 11, 2014)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 26th day of September,
2016.
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CYRUS CAPITAL PARTNERS, L.P.
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By:
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Cyrus Capital Partners GP, L.L.C., its
general partner
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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By:
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Cyrus Capital Advisors, L.L.C., its general partner
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By:
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Cyrus Capital Partners GP, L.L.C., its managing member
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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By:
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Cyrus Capital Advisors, L.L.C., its general partner
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By:
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Cyrus Capital Partners GP, L.L.C., its managing member
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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CYRUS OPPORTUNITIES MASTER FUND II, LTD.
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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Title:
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Authorized signatory
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CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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Title:
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Authorized signatory
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CYRUS CAPITAL PARTNERS GP, L.L.C.
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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CYRUS CAPITAL ADVISORS, L.L.C.
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By:
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Cyrus Capital Partners GP, L.L.C., its managing member
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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By:
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Cyrus Capital Partners, L.P., as investment manager of the shareholders
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By:
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Cyrus Capital Partners GP, L.L.C., its general partner
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By:
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/s/ Stephen C. Freidheim
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Name:
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Stephen C. Freidheim
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