Amended Statement of Beneficial Ownership (sc 13d/a)
July 27 2017 - 2:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPHERE 3D CORP.
(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
84841L100
(CUSIP Number)
ThreeD Capital Inc.
69 Yonge Street, Suite 1010
Toronto, ON, M5E 1K3
Telephone: (416) 941-8900
Attention: Gerry Feldman
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Ralph W. Norton, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
July 19, 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 §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are
to be sent.
*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 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 (“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).
|
1
|
names of reporting persons
THREED CAPITAL INC.
|
|
2
|
check the appropriate
box if a member of a group (S
ee Instructions
)
(a)
¨
(b)
x
|
|
3
|
sec use only
|
|
4
|
source of funds (S
ee
Instructions
)
WC
|
|
5
|
check if disclosure of
legal proceedings
is required pursuant
to items
2(d) or 2(e)
|
|
6
|
citizenship or place
of organization
ONTARIO, CANADA
|
|
|
7
|
sole voting power
0
See Items 2 and 5)
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared voting power
84,000
(See Items 2 and 5)
|
|
9
|
sole dispositive power
0
(See items 2and 5)
|
|
10
|
shared dispositive power
84,000
(See Items 2 and 5)
|
|
11
|
aggregate amount beneficially
owned by each reporting person
84,000
(See Items 2 and 5)
|
|
12
|
check if the aggregate
amount in row (11) excludes certain shares
|
|
13
|
percent of class represented
by amount in row (11)
1.4%
(See items 2 and 5)
|
|
14
|
type of reporting person
(S
ee Instructions
)
CO
|
|
1
|
names of reporting persons
SHELDON INWENTASH
|
|
2
|
check the appropriate
box if a member of a group (S
ee Instructions
)
(a)
¨
(b)
x
|
|
3
|
sec use only
|
|
4
|
source of funds (S
ee
Instructions
)
PF
|
|
5
|
check if disclosure of
legal proceedings
is required pursuant
to items
2(d) or 2(e)
|
|
6
|
citizenship or place
of organization
ONTARIO, CANADA
|
|
|
7
|
sole voting power
249,280
(See Items 2 and 5)
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared voting power
84,000
(See Items 2 and 5)
|
|
9
|
sole dispositive power
249,280
(See items 2and 5)
|
|
10
|
shared dispositive power
84,000
(See Items 5)
|
|
11
|
aggregate amount beneficially
owned by each reporting person
333,280
(See Items 2 and 5)
|
|
12
|
check if the aggregate
amount in row (11) excludes certain shares
|
|
13
|
percent of class represented
by amount in row (11)
5.7%
(See items 2 and 5)
|
|
14
|
type of reporting person
(S
ee Instructions
)
IN
|
|
1
|
names of reporting persons
LYNN
FACTOR
|
|
2
|
check the appropriate
box if a member of a group (S
ee Instructions
)
(a)
¨
(b)
x
|
|
3
|
sec use only
|
|
4
|
source of funds (S
ee
Instructions
)
PF
|
|
5
|
check if disclosure of
legal proceedings
is required pursuant
to items
2(d) or 2(e)
|
|
6
|
citizenship or place
of organization
ONTARIO, CANADA
|
|
|
7
|
sole voting power
441,780
(See Items 2 and 5)
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared voting power
0
(See Items 2 and 5)
|
|
9
|
sole dispositive power
441,780
(See items 2and 5)
|
|
10
|
shared dispositive power
0
(See Items 2 and 5)
|
|
11
|
aggregate amount beneficially
owned by each reporting person
441,780
(See Items 2 and 5)
|
|
12
|
check if the aggregate
amount in row (11) excludes certain shares
|
|
13
|
percent of class represented
by amount in row (11)
7.5%
(See items 2 and 5)
|
|
14
|
type of reporting person
(S
ee Instructions
)
IN
|
This Amendment No. 1 (this “Amendment”) amends the
Statement on Schedule 13D filed on February 22, 2017 (the “Schedule 13D”), by ThreeD Capital Inc., Sheldon Inwentash
and Lynn Factor. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 13D.
Except as provided herein the Schedule 13D is unmodified.
Item 2. Identity and Background.
|
|
(f)
|
Each of ThreeD, Inwentash and Factor is a Canadian citizen. The name, citizenship, business address,
principal business occupation or employment of each of the directors and executive officers of ThreeD are set forth on
Annex
A
hereto.
|
Item 5. Interest in Securities of the Issuer.
|
|
(a)
|
Amount and percentage
of class beneficially owned:
|
On
July 11, 2017, the Company amended the Warrants and certain other outstanding warrants so that the Company could elect, in its
sole discretion, to acquire no fewer than all of the Warrants and such other warrants in exchange for the Common Shares represented
by the Warrants and such other warrants. On July 19, 2017, the Company notified ThreeD, Inwentash and Factor that it intended to
exchange the Warrants (and certain other outstanding warrants) for Common Shares, with such exchange to be automatically effective
three business days following the date of such notice (the “Warrant Exchange”). Concurrent with the amendment to the
Warrants and effective as of July 12, 2107, the Company effected a share consolidation of its Common Shares on 1-for-25 basis.
The
Company has disclosed in a registration statement on Form F-3 filed on July 20, 2017, that there would be a total of 5,823,660
Common Shares outstanding following completion of the Consolidation and the Warrant Exchange.
As
of July 19, 2017, ThreeD was deemed to beneficially own an aggregate of 84,000 Common Shares, representing approximately 1.4% of
the number of Common Shares outstanding.
As
of July 19, 2017, Inwentash was deemed to beneficially own an aggregate of 333,280 Common Shares, representing approximately 5.7%
of the Common Shares outstanding. These Common Shares include 324,480 outstanding Common Shares (of which 84,000 Common Shares
are held by ThreeD), and warrants to purchase 8,800 Common Shares at $62.50 per Common Share expiring on December 15, 2020.
As
of July 19, 2017, Factor was deemed to beneficially own an aggregate of 441,780 Common Shares, representing approximately 7.5%
of the Common Shares outstanding. These Common Shares include 399,000 outstanding Common Shares and warrants to purchase a total
of 42,780 Common Shares at prices ranging from $58.25 to $100.00 per Common Share and expiring between May 21, 2020 and December
15, 2020.
By
virtue of his position as Chief Executive Officer of ThreeD, Inwentash may be deemed to have shared power to direct the vote and
to direct the disposition of the Common Shares owned by ThreeD. By virtue of his marriage to Factor, Inwentash may be deemed to
have shared power to vote or dispose of the Common Shares owned by Factor and the Common Shares underlying the warrants owned by
Factor (collectively, the “
Factor Shares
”). However, Inwentash does not have such power and therefore disclaims
beneficial ownership of the Factor Shares. By virtue of her marriage to Inwentash, Factor may be deemed to have shared power to
vote or dispose of the Common Shares owned by Inwentash and the Common Shares issuable upon exercise of the warrants owned by Inwentash
(collectively, the “
Inwentash Shares
”). However, Factor does not have such power and therefore disclaims beneficial
ownership of the Inwentash Shares.
|
|
(b)
|
Number of Common Shares as to which such Reporting Person has
|
(i) Sole power to vote or to
direct the vote:
|
ThreeD:
|
|
|
0
|
|
|
Inwentash:
|
|
|
249,280
|
|
|
Factor:
|
|
|
441,780
|
|
(ii) Shared power to vote or
to direct the vote:
|
ThreeD:
|
|
|
84,000
|
|
|
Inwentash:
|
|
|
84,000
|
|
|
Factor:
|
|
|
0
|
|
(iii) Sole power to dispose
or to direct the disposition of:
|
ThreeD:
|
|
|
0
|
|
|
Inwentash:
|
|
|
249,280
|
|
|
Factor:
|
|
|
441,780
|
|
(iv) Shared power to dispose
or to direct the disposition of:
|
ThreeD:
|
|
|
84,000
|
|
|
Inwentash:
|
|
|
84,000
|
|
|
Factor:
|
|
|
0
|
|
Item 7. Material to be Filed as Exhibits.
|
|
1.
|
Joint Filing Agreement among ThreeD Capital Inc., Sheldon Inwentash and Lynn Factor dated as of February 22, 2017 (filed with
Schedule 13D on February 22, 2017).
|
|
|
2.
|
Form of amended Warrants (incorporated herein by reference to Exhibit 99.2 to the Company’s Form 6-K filed on July 20,
2017).
|
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.
Dated: July 27, 2017
|
|
THREED CAPITAL INC.
|
|
|
|
|
|
By:
|
/s/ Sheldon Inwentash
|
|
|
|
Name: Sheldon Inwentash
|
|
|
|
Title: Chief Executive Officer
|
|
|
/s/ Sheldon Inwentash
|
|
|
Sheldon Inwentash
|
|
|
|
|
|
/s/ Lynn Factor
|
|
|
Lynn Factor
|
Annex A
Executive Officers and Directors
|
Name and Citizenship
|
|
Principal Occupation or Employment and Business Address
|
|
|
|
|
|
Sheldon Inwentash
Canadian citizen
|
|
Chief Executive Officer and Director
ThreeD Capital Inc.
69 Yonge Street, Suite 1010
Toronto, Ontario M5E 1K3
|
|
|
|
|
|
Gerry Feldman
Canadian citizen
|
|
Chief Financial Officer and Corporate Secretary
ThreeD Capital Inc.
69 Yonge Street, Suite 1010
Toronto, Ontario M5E 1K3
|
|
|
|
|
|
Warrant Goldberg
|
|
Director
|
|
Canadian citizen
|
|
Partner in DNTW Toronto LLP
45 Sheppard Ave E. #703
North York, Ontario M2N 5W9
|
|
|
|
|
|
Allen Lone
Canadian citizen
|
|
Director
Chief Executive Officer of Augusta Capital Inc.
2455 Cawthra Road, Suite 75
Mississauga, Ontario L5A 3P1
|
|
|
|
|
|
Roger Rai
Canadian citizen
|
|
Director
Managing Director of R3 Concepts Inc.
333 Bay Street
Toronto, Ontario M5H 2R2
|
|
|
|
|
|
Daniel N. Bloch
Canadian citizen
|
|
Vice President of Business Development and General Counsel
ThreeD Capital Inc.
69 Yonge Street, Suite 1010
Toronto, Ontario M5E 1K3
|
Sphere 3D (NASDAQ:ANY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Sphere 3D (NASDAQ:ANY)
Historical Stock Chart
From Sep 2023 to Sep 2024
