Page 7 of 9 – SEC Filing
| 13D | |
| CUSIP NO. 84841L209 | Page 7 of 9 |
| ITEM 4. | Purpose of Transaction |
On March 6, 2018, the A-2 Warrant Expiration occurred. FBC received
no proceeds from the A-2 Warrant Expiration. On March 26, 2018, the A-3 Warrant Expiration occurred. FBC received no proceeds from
the A-3 Warrant Expiration After giving effect to the A-2 Warrant Expiration and A-3 Warrant Expiration, FBC is no longer entitled
to be issued any Common Shares from the 2015 Warrants. On March 29, 2018, FBC was issued 344,959 Common Shares in lieu of US$483,287.67
of interest due and payable to FBC by the Issuer under the New Debentures. Each of such Common Shares was issued at a price of
US$1.4010 per share.
The Reporting Persons expect to independently evaluate on an
ongoing basis Sphere 3D’s financial condition and prospects and their interest in, and intentions with respect to, Sphere
3D and their investment in the securities of, Sphere 3D, which review may be based on various factors, including whether various
strategic transactions have occurred or may occur, Sphere 3D’s business and financial condition, results of operations and
prospects, general economic and industry conditions, the securities markets in general and those for Sphere 3D’s securities
in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right
to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may
at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities
of Sphere 3D including Common Shares, dispose of all or a portion of the securities of Sphere 3D, including the Common Shares,
that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties
with respect to Sphere 3D’s securities. Currently, the Reporting Persons are actively engaging in disposing a material portion
of the Common Shares they own in the open market and are evaluating whether to dispose of any additional securities in the future.
In addition, the Reporting Persons may engage in discussions with management of Sphere 3D, members of the board of directors of
Sphere 3D, shareholders of Sphere 3D, industry analysts, existing or potential strategic partners or competitors, investment and
finance professionals, sources of credit, other investors and other relevant parties concerning the operations, management, composition
of Sphere 3D’s board of directors and management, ownership, capital structure, balance sheet management, strategy and future
plans of Sphere 3D including the possibility of proposing one or more acquisitions, business combinations, mergers, asset sales,
asset purchases or other similar transactions involving Sphere 3D and other third parties.
Except as set forth herein, the Reporting Persons do not have
present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by
reference.
| 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 9,051,408 Common Shares outstanding at
March 16, 2018 as disclosed in the Issuer’s Form 10-K (File No. 001-36532) filed with the SEC on March 21, 2018 plus the
344,959 Common Shares issued to FBC on March 29, 2018 in lieu of interest due and payable to FBC by the Issuer under the New Debentures.
(c) Other than as (i)
previously reported in Amendment No. 11 and (ii) reported herein, 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.
