Page 11 of 16 – SEC Filing
ITEM 1. Security and Issuer
This constitutes Amendment No. 11 (“Amendment
No. 11”) 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, Amendment No. 9 filed on July 3,
2017 and Amendment No. 10 filed on January 3, 2018 (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. 11 amends the Schedule 13D as specifically set forth herein. Only those
items amended are reported herein. Capitalized terms used in this Amendment No. 11 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
On February 16, 2018, FBC abandoned and surrendered
(the “February 2015 Warrant Abandonment”) all of FBC’s warrants to purchase common shares of the Issuer
under that certain Warrant Certificate No. W-1 dated as of February 19, 2015 (the “February 2015 A-1 Warrant”).
FBC received no proceeds from February 2015 Warrant Abandonment. After giving effect to the February 2015 Warrant
Abandonment, FBC is entitled to be issued 8,000 Common Shares upon exercise of the 2015 Warrants.
On February 21,
2018, FBC sold 196,725 Common Shares in open market sales at an average gross price of US$2.418044 per share for a total of
US$475,689.71 in gross proceeds. These
Common Shares were sold in multiple transactions at prices ranging from US$2.39560 to US$2.64470. The Reporting Persons undertakes
to provide the full information regarding the number of Common Shares sold at each price to the Commission upon request.
On February 22, 2018, the Reporting Persons sold, in the
aggregate, 212,490 Common Shares in open market sales at a gross price of US$2.2105 per share for a total of US$469,709.15
in gross proceeds.
On February 23, 2018, FBC sold, in the aggregate, 200,000 Common Shares in open market sales
(collectively, with the open market sale of Common Shares on February 21, 2018 and February 22, 2018, the “Sale
Transactions”) at an average gross price of US$2.2069 per share for a total of US$441,380 in gross proceeds.
ITEM 4. Purpose of Transaction
On February 16, 2018, FBC conducted the 2015
Warrant Abandonment. FBC received no proceeds from the 2015 Warrant Abandonment. After giving effect to the February 2015
Warrant Abandonment, FBC is entitled to be issued 8,000 Common Shares upon exercise of the 2015 Warrants.
On February 21, 2018, FBC sold 196,725 Common Shares in
open market sales at an average gross price of US$2.418044 per share for a total of US$475,689.71 in
gross proceeds. These
Common Shares were sold in multiple transactions at prices ranging from US$2.39560 to US$2.64470. The Reporting Persons undertakes
to provide the full information regarding the number of Common Shares sold at each price to the Commission upon request.
On February 22, 2018, the Reporting Persons sold, in
the aggregate, 212,490 Common Shares in open market sales at a gross price of US$2.2105 per share for a total of
US$469,709.15 in gross proceeds.
On February 23, 2018, FBC
sold, in the aggregate, 200,000 Common Shares in open market sales at an average gross price of
US$2.2069 per share for a total of US$441,380 in gross proceeds.
