Sphere 3D Corp. |
(Name of Issuer)
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Common shares, no par value |
(Title of Class of Securities)
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84841L100 |
(CUSIP Number)
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Katharine Ryan-Weiss
MF Ventures, LLC
201 Spear Street, 14th Floor San Francisco, CA 94105
415-356-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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With copies to:
Amanda Galton, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street San Francisco, CA 94105
415-773-5700 December 21, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 8481L100
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Page 1 of 7
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1
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NAMES OF REPORTING PERSONS
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MF Ventures, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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281,067
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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281,067
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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281,067
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.0%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 8481L100
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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Victor B. MacFarlane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
||
(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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0
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|||
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|
||||
8
|
SHARED VOTING POWER
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|
|
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281,067
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
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||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
281,067
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
281,067
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.0%*
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 8481L100
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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Thaderine D. MacFarlane
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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AF
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|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
United States
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
281,067
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
281,067
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
281,067
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
14.0%*
|
|
|
|||
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
IN
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CUSIP No. 8481L100
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Page 4 of 7
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●
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Amendment No. 1 filed on March 7, 2017,
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●
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Amendment No. 2 filed on March 21, 2017,
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●
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Amendment No. 3 filed on March 31, 2017,
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●
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Amendment No. 4 filed on May 19, 2017,
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● | Amendment No. 5 filed on July 7, 2017, | |
● | Amendment No. 6 filed on July 11, 2017, |
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● | Amendment No. 7 filed on August 18, 2017, and | |
● | Amendment No. 8 filed on March 30, 2018, (the initial filing and the first eight amendments, collectively, are the "Statement"). |
Item 4.
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Purpose of Transaction.
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CUSIP No. 8481L100
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Page 5 of 7
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Item 5.
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Interest in Securities of the Issuer.
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Date
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No. of Common Shares Sold
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Average Common Share Sale Price
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Sale Price Range for Common Shares
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12/20/18
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5,754
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$3.0823
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$3.04-$3.10
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CUSIP No. 8481L100
|
Page 6 of 7
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Item 7.
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Material to be Filed as Exhibits.
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Amendment No. 9 amends and supplements Item 7 of the Statement by adding the following:
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|||
"Exhibit
Number |
Description
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19
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Joint Filing Agreement to Amendment No. 9.
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||
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CUSIP No. 8481L100
|
Page 7 of 7
|
MF Ventures, LLC
|
||
By:
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/s/ Victor B. MacFarlane
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Name: Victor B. MacFarlane
|
||
Title: Manager
|
Victor B. MacFarlane
|
|
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/s/ Victor B. MacFarlane
|
|
|
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Thaderine D. MacFarlane
|
|
|
|
|
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/s/ Thaderine D. MacFarlane
|
|
|
MF Ventures, LLC
|
||
By:
|
/s/ Victor B. MacFarlane
|
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Name: Victor B. MacFarlane
|
||
Title: Manager
|
Victor B. MacFarlane
|
|
|
|
|
|
/s/ Victor B. MacFarlane
|
|
|
|
|
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Thaderine D. MacFarlane
|
|
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/s/ Thaderine D. MacFarlane
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