Amended Statement of Beneficial Ownership (sc 13d/a)
February 13 2017 - 1:38PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. 8)
1
SPHERE 3D CORP.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
84841L100
(CUSIP number)
Jennifer M. Pulick
General Counsel and Chief Administrative
Officer
Cyrus Capital Partners, L.P.
399 Park Avenue, 39th Floor
New York, New York 10022
(212) 380-5821
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
February 9, 2017
(Date of Event Which Requires Filing
of this Statement)
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
¨
.
(Continued on the following pages)
(Page 1 of 15 pages)
1
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 disclosures provided
in a prior cover page.
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.
13D
|
CUSIP NO. 84841L100
|
Page 2 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Capital Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
20,289,192
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
20,289,192
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,289,192
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
23.4%
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.
|
13D
|
CUSIP NO. 84841L100
|
Page
3 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
Crescent 1, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
0.2%
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
|
|
|
|
13D
|
CUSIP NO. 84841L100
|
Page
4 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
CRS Master Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
0.2%
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
|
|
|
|
13D
|
CUSIP NO. 84841L100
|
Page
5 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Opportunities Master Fund II, Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
0.6%
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
|
|
|
|
13D
|
CUSIP NO. 84841L100
|
Page
6 of 15
|
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
|
|
|
|
|
13D
|
CUSIP NO. 84841L100
|
Page
7 of 15
|
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)
x
|
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
|
20,289,192
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
20,289,192
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,289,192
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
23.4%
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.
|
13D
|
CUSIP NO. 84841L100
|
Page
8 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
Cyrus Capital Advisors, L.L.C.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
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
|
0.4%
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
13D
|
CUSIP NO. 84841L100
|
Page
9 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
FBC Holdings S.à r.l.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
19,413,911
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
19,413,911
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
19,413,911
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
22.4%
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.
|
13D
|
CUSIP NO. 84841L100
|
Page
10 of 15
|
1.
|
NAMES OF REPORTING PERSONS
|
Stephen C. Freidheim
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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
|
20,289,192
1
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
20,289,192
1
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,289,192
1
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
23.4%
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.
|
13D
|
CUSIP NO. 84841L100
|
Page
11 of 15
|
ITEM 1. Security and Issuer
This constitutes Amendment No. 8 (“Amendment No.
8”) 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, Amendment No. 3 filed on April 28, 2016, Amendment
No. 4 filed on September 27, 2016, Amendment No. 5 filed on December 22, 2016, Amendment No. 6 filed on January 4, 2017 and
Amendment No. 7 filed on February 2, 2017 (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. 8 amends the Schedule 13D as specifically set forth herein. Only those items amended are
reported herein. Capitalized terms used in this Amendment No. 8 without being defined herein have the respective meanings
given to them in the Schedule 13D.
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 the (i) 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
plus
(ii) 3,105,137 Common Shares issued on December 30, 2016 in lieu of interest
plus
(iii) 16,906,666
Common Shares issued by Sphere 3D on January 26, 2017 in a private placement as reported by Sphere 3D in its Report of
Foreign Private Issuer on Form 6-K dated January 26, 2017
plus
(iv) 6,025,000 Common Shares issued by Sphere 3D on
January 24, 2017 as disclosed by Sphere 3D on February 9, 2017.
(c) 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.
(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.
13D
|
CUSIP NO. 84841L100
|
Page
12 of 15
|
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
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.
ITEM 7. Material to be Filed as Exhibits
|
99.2
|
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)
|
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 13
th
day of
February, 2017
|
CYRUS CAPITAL PARTNERS, L.P.
|
|
By:
|
Cyrus Capital Partners GP, L.L.C., its general partner
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Manager
|
|
CRESCENT 1, L.P.
|
|
By:
|
Cyrus Capital Advisors, L.L.C., its general partner
|
|
By:
|
Cyrus Capital Partners GP, L.L.C., its managing member
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Manager
|
|
CRS MASTER FUND, L.P.
|
|
By:
|
Cyrus Capital Advisors, L.L.C., its general partner
|
|
By:
|
Cyrus Capital Partners GP, L.L.C., its managing member
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Manager
|
|
CYRUS OPPORTUNITIES MASTER FUND II, LTD.
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Authorized signatory
|
|
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Authorized signatory
|
|
CYRUS CAPITAL PARTNERS GP, L.L.C.
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Manager
|
|
CYRUS CAPITAL ADVISORS, L.L.C.
|
|
By:
|
Cyrus Capital Partners GP, L.L.C., its managing member
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Manager
|
|
FBC HOLDINGS S.á r.l.
|
|
By:
|
Cyrus Capital Partners, L.P., as investment manager of the shareholders
|
|
By:
|
Cyrus Capital Partners GP, L.L.C., its general partner
|
|
By:
|
/s/ Stephen C. Freidheim
|
|
Name:
|
Stephen C. Freidheim
|
|
Title:
|
Manager
|
|
STEPHEN C. FREIDHEIM
|
|
|
|
|
|
/s/ Stephen C. Freidheim
|
|
|
Stephen C. Freidheim
|
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