13D Filing: Cyrus Capital Partners and Sphere 3D Corp (ANY)

ITEM 1.         Security and Issuer

This constitutes Amendment No. 10 (“Amendment
No. 10”) 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, Amendment No. 7 filed on February 2, 2017, Amendment No. 8 filed on February 13, 2017 and Amendment No. 9 filed on
July 3, 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. 10 amends the
Schedule 13D as specifically set forth herein. Only those items amended are reported herein. Capitalized terms used in this
Amendment No. 10 without being defined herein have the respective meanings given to them in the Schedule 13D. All share amounts in this Amendment No. 10 have been adjusted to reflect the Issuer’s 1-for-25 reverse
stock split effected by the Issuer on July 11, 2017.

ITEM 3.         Source and Amount of Funds or Other Consideration

On December 29, 2017, FBC was issued 409,981 Common Shares
in lieu of US$988,054.79 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$2.4102 per share.

ITEM 4.         Purpose of Transaction

On December 29, 2017, FBC was issued 409,981 Common Shares
in lieu of US$988,054.79 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$2.4102 per share.