UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A*
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
(Amendment No. 2) *
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Sphere 3D Corp.
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(Name of Issuer)
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Common Shares, without par value
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(Title of Class of Securities)
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84841L100
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(CUSIP Number)
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December 1, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No 84841L100
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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
(SEE INSTRUCTIONS)
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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281,067 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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281,067 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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281,067 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.0% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) See Item 4.
(2) Based on a total of 1,964,019 Common Shares issued and outstanding as of November 14, 2018 per the Schedule 14A filed with the SEC on
November 28, 2018.
CUSIP No 84841L100
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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
(SEE INSTRUCTIONS)
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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281,067 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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281,067 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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281,067 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.0% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) See Item 4.
(2) Based on a total of 1,964,019 Common Shares issued and outstanding as of November 14, 2018 per the Schedule 14A filed with the SEC
on November 28, 2018.
CUSIP No 84841L100
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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281,067 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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281,067 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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281,067 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.0% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) See Item 4.
(2) Based on a total of 1,964,019 Common Shares issued and outstanding as of November 14, 2018 per the Schedule 14A filed with the
SEC on November 28, 2018.
| Item 1(a). | Name of Issuer: |
Sphere 3D Corp. (“Issuer”)
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
240 Matheson Blvd. East, Mississauga, Ontario, L4Z 1X1, Canada
| Item 2(a). | Name of Person Filing: |
This Schedule 13G/A is being filed on behalf of (i) MF Ventures, LLC, (ii) Victor B. MacFarlane and (iii) Thaderine D. MacFarlane (collectively, the
“Reporting Persons”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
201 Spear Street, 14th Floor, San Francisco, CA 94105
| Item 2(c). | Citizenship: |
(i) MF Ventures, LLC is a Delaware limited liability company
(ii) Victor B. MacFarlane is a United States citizen
(iii) Thaderine D. MacFarlane is a United States citizen
| Item 2(d). | Title of Class of Securities: |
Common Shares, without par value
| Item 2(e). | CUSIP Number: |
84841L100
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
| (a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Not applicable.
| Item 4. | Ownership. |
The information relating to the beneficial ownership of Common Shares by each of the
Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.
As of the date of this filing, the Reporting Persons are collectively deemed to beneficially own
281,067 Common Shares in the aggregate, which consists of: (i) 243,567 Common Shares issued to MF Ventures, LLC and (ii) 37,500 Common Shares issuable to MF Ventures, LLC under warrants. Victor B. MacFarlane and Thaderine D. MacFarlane control
MF Ventures, LLC and have (i) the sole power to direct the vote of the Common Shares held directly by MF Ventures, LLC and (ii) the sole power direct the disposition of the Common Shares and warrants held by MF Ventures, LLC.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons may be deemed to be members of a group with respect to the Common Shares and warrants owned directly by MF Ventures, LLC.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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Item 10.
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Certification.
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Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
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MF Ventures, LLC
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By: /s/ Victor B. MacFarlane
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Name: Victor B. MacFarlane
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Title: Manager
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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
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JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(K)(1)
PURSUANT TO RULE 13D-1(K)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of
each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the undersigned contained therein but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that it or he knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken
together shall constitute one and the same instrument.
Dated: February 14, 2019
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MF Ventures, LLC
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By: /s/ Victor B. MacFarlane
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Name: Victor B. MacFarlane
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Title: Manager
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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
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