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Filing Details

Accession Number:: 0000899243-18-029011
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-11-15 16:10:25
Reporting Period:: 2018-11-13

Accepted Time:: 2018-11-15 16:10:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1591956	Sphere 3D Corp	ANY	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1166564	Cyrus Capital Partners, L.p.	65 East 55Th Street 35Th Floor New York NY 10022	No	No	Yes	No
1166774	Cyrus Capital Partners Gp, Llc	C/O Cyrus Capital Partners, L.p. 65 East 55Th Street, 35Th Floor New York NY 10022	No	No	Yes	No
1251783	C Stephen Freidheim	C/O Cyrus Capital Partners, L.p. 65 East 55Th Street, 35Th Floor New York NY 10022	No	No	Yes	No
1530547	S.a.r.l. Holdings Fbc	C/O Cyrus Capital Partners, L.p. 65 East 55Th Street, 35Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A Preferred Shares	Acquisiton	2018-11-13	6,500,000	$0.00	6,500,000	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series A Preferred Shares	Put Option (right to sell)	Acquisiton	2018-11-13	2,500,000	$0.00	2,500,000	$0.00
Series A Preferred Shares	Call Option (obligation to sell)	Disposition	2018-11-13	2,500,000	$0.00	2,500,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,500,000	2018-11-13	2020-11-13	No	4	P	Indirect
2,500,000	2018-11-13	2019-11-13	No	4	S	Indirect

Footnotes

On November 13, 2018, Sphere 3D Corp. (the "Issuer") entered into a Conversion Agreement (the "Conversion Agreement") with FBC Holdings S.a r.l. ("FBC") pursuant to which FBC received 6,500,000 Series A Preferred Shares of the Issuer ("Series A Preferred Shares") through the exchange of $6.5 million of a debenture by and between the Issuer and FBC. The Series A Preferred Shares, subject to prior approval by the holders of outstanding common shares of the Issuer (which may only be sought by the Issuer after the six-month anniversary of the initial issue date of the Series A Preferred Shares), are convertible into the Issuer's common shares, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15 trading day volume weighted average price per common share prior to the date that the conversion notice is provided (the "Conversion Rate"),
(Continued from footnote 1) subject to a conversion price floor of $0.80 as required by NASDAQ rules. The Series A Preferred Shares carry a cumulative preferred dividend at a rate of 8% of the subscription price per Series A Preferred Share, are subject to mandatory redemption for cash after a two-year period, and carry a liquidation preference equal to the subscription price per Series A Preferred Share plus any accrued and unpaid dividends.
This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), FBC, Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), and Stephen C. Freidheim. FBC is a wholly owned subsidiary of certain funds advised and managed by Cyrus, each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is a manager of FBC and the investment manager of each private fund holding an interest in FBC. Cyrus GP is the general partner of Cyrus. Mr. Freidheim is the sole member and manager of Cyrus GP and Chief Investment Officer of Cyrus. Cyrus, Cyrus GP and Mr. Freidheim may be deemed to have a pecuniary interest in a portion of the securities held directly by FBC due to Cyrus' right to receive performance-based allocations.
(Continued from footnote 3) Each of Mr. Freidheim, Cyrus GP and Cyrus disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus GP or Cyrus is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
On November 13, 2018, simultaneously with entering into the Conversion Agreement, the Issuer entered into a Share Exchange and Buy Out Agreement (the "Exchange Agreement") with FBC, Silicon Valley Technology Partners, Inc. ("SVTP") and MF Ventures, LLC ("MFV"). Under the terms of the Exchange Agreement, (i) the Issuer granted FBC the right to exchange up to 2,500,000 Series A Preferred Shares held by FBC for up to 1,879,699 shares of Series A Preferred Stock of SVTP ("SVTP Shares") held by the Issuer (the "Exchange Right"), with such Exchange Right expiring two years after the date of the Exchange Agreement, and (ii) MFV and SVTP have the right to purchase up to 2,120,301 of the SVTP Shares held by FBC plus (b) either (i) 2,500,000 Series A Preferred Shares held by FBC or (ii) if FBC has exercised its Exchange Right prior to the buy-out date,
(Continued from footnote 5) the SVTP Shares that have been exchanged for such Series A Preferred Shares by FBC pursuant to the Exchange Right (the "Buy-out Right"), for the purchase price of an amount equal to 105% of the original issue price for such shares plus all unpaid dividends accrued, with such Buy-out Right expiring within one year after the date of the Exchange Agreement.