FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MF Ventures, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/30/2017 

3. Issuer Name and Ticker or Trading Symbol

Sphere 3D Corp [ANY]

(Last)        (First)        (Middle)

201 SPEAR STREET, 14TH FLOOR, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

SAN FRANCISCO, CA 94105       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares   1994570   D   (1)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Victor B. MacFarlane and Thaderine D. MacFarlane are controlling members of MF Ventures, LLC and may be deemed to share and have indirect beneficial ownership over, and share indirect pecuniary interest in,1,994,570 shares held directly by MF Ventures, LLC.

Remarks:
Sphere 3D Corp. is no longer a foreign private issuer as of June 30, 2017. The reporting persons are filing this Form 3 on or before January 1, 2018 per SEC Corp. Fin. Compliance and Disclosure Interpretation 101.02 [Aug. 11, 2010] under Section 16 (General Guidance).

Exhibit List:
Exhibit 24.1: Power of Attorney executed by Victor B. MacFarlane
Exhibit 24.2: Power of Attorney executed by Thaderine D. MacFarlane
Exhibit 24.3: Power of Attorney executed by MF Ventures, LLC

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MF Ventures, LLC
201 SPEAR STREET, 14TH FLOOR
SAN FRANCISCO, CA 94105

X

MACFARLANE VICTOR B
C/O MF VENTURES, LLC
201 SPEAR STREET, 14TH FLOOR
SAN FRANCISCO, CA 94105

X

MacFarlane Thaderine D.
C/O MF VENTURES, LLC
201 SPEAR STREET, 14TH FLOOR
SAN FRANCISCO, CA 94105

X


Signatures
/s/ Victor B. MacFarlane, Manager of MF Ventures, LLC 12/26/2017
** Signature of Reporting Person Date

/s/ Victor B. MacFarlane 12/26/2017
** Signature of Reporting Person Date

/s/ Thaderine D. MacFarlane 12/26/2017
** 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).
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 control number.
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