SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 19)1
SPHERE 3D CORP.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
84841L308
(CUSIP number)
Jennifer M. Pulick
General Counsel
Cyrus Capital Partners, L.P.
65 East 55th Street, 35th Floor
New York, New York 10022
(212) 380-5800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 16, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
(Continued on the following pages)
(Page 1 of 8 pages)
1 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 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1. | NAMES OF REPORTING PERSONS |
| Cyrus Capital Partners, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) x | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER |
| 0 | ||
| 8. | SHARED VOTING POWER | |
145,301 | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 145,301 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 145,301 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| 6.3% | |
| 14. | TYPE OF REPORTING PERSON |
| PN |
| 1. | NAMES OF REPORTING PERSONS |
| Cyrus Capital Partners GP, L.L.C. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) x | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER |
| 0 | ||
| 8. | SHARED VOTING POWER | |
| 145,301 | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 145,301 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 145,301 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| 6.3% | |
| 14. | TYPE OF REPORTING PERSON |
| OO |
| 1. | NAMES OF REPORTING PERSONS |
| FBC Holdings S.à r.l. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) x | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER |
| 0 | ||
| 8. | SHARED VOTING POWER | |
| 145,301 | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 145,301 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 145,301 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| 6.3% | |
| 14. | TYPE OF REPORTING PERSON |
| CO |
| 1. | NAMES OF REPORTING PERSONS |
| Stephen C. Freidheim | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) x | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER |
| 0 | ||
| 8. | SHARED VOTING POWER | |
| 145,301 | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 145,301 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 145,301 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| 6.3% | |
| 14. | TYPE OF REPORTING PERSON |
| IN |
| ITEM 1. | Security and Issuer |
This constitutes Amendment No. 19 (“Amendment No. 19”) to the Schedule 13D relating to the Common Shares of Sphere 3D Corporation (the “Issuer”) filed with the SEC on December 11, 2014 as subsequently amended by Amendment No. 1 filed on August 4, 2015, 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, Amendment No. 10 filed on January 3, 2018, Amendment No. 11 filed on February 23, 2018, Amendment No. 12 filed on April 3, 2018, Amendment No. 13 filed on April 18, 2018, Amendment No. 14 filed on May 2, 2018, Amendment No. 15 filed on May 16, 2018, Amendment No. 16 filed on August 20, 2018, Amendment No. 17 filed on August 31, 2018 and Amendment No. 18 filed on November 16, 2018 (as so amended, the “Schedule 13D”) by Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus”), Cyrus Capital Partners GP, L.L.C., a Delaware limited liability company (“Cyrus GP”), FBC Holdings S.à r.l., a Luxembourg private limited liability company (“FBC”) and Mr. Stephen C. Freidheim (each of Cyrus, Cyrus GP, FBC and Mr. Freidheim, a “Reporting Person” and collectively the “Reporting Persons”). This Amendment No. 19 amends the Schedule 13D as specifically set forth herein.
Capitalized terms used in this Amendment No. 19 without being defined herein have the respective meanings given to them in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 4. | Purpose of Transaction |
On May 16, 2019, FBC sold 125,315 Common Shares in open market sales at an average gross price of US$2.0830 per share for a total of US$261,031.97 in gross proceeds. These Common Shares were sold in multiple transactions at prices ranging from US$2.05 to US$2.29. The Reporting Persons undertakes to provide the full information regarding the number of Common Shares sold at each price to the Commission upon request.
This Amendment No. 19 is being filed to report dispositions of beneficial ownership of shares of Common Shares in an amount equal to one percent or more of the Issuer’s outstanding Common Shares since the Reporting Persons filed their last Schedule 13D amendment. The disclosure in Item 5(c) below regarding transactions in the Issuer’s Common Shares effected during the previous 60 days is incorporated by reference herein. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Common Shares from time to time and may acquire, or cause to be acquired, additional Common Shares, in each case depending on market conditions and other factors. 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.
| 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 2,300,071 Common Shares outstanding at May 8, 2019 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 filed with the SEC on May 15, 2019.
(c) Since May 16, 2019, the Reporting Persons effected no transactions in the Common Shares other than those set forth in the following table:
Date | Name of Entity Effecting the Transactions | No. of Shares1 | Average Price (U.S. $)2 | Broker | ||||
| 5/16/2019 | FBC | 103,000 | 2.050000 | Deutsche Bank Securities, Inc. | ||||
| 5/16/2019 | FBC | 22,315 | 2.235356 | BTIG, LLC |
| 1 | Represents the aggregate number of Common Shares sold on the specified date through the specified broker. |
| 2 | Represents the aggregate price paid or received, as applicable, for all Common Shares listed in such row divided by such number of shares. |
Other than the transactions 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 Persons.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 17th day of May, 2019
| CYRUS CAPITAL PARTNERS, L.P. | ||
| By: | Cyrus Capital Partners GP, L.L.C., its general partner | |
| By: | /s/ Stephen C. Freidheim | |
| Name: | Stephen C. Freidheim | |
| Title: | Sole Member/Manager | |
| CYRUS CAPITAL PARTNERS GP, L.L.C. | ||
| By: | /s/ Stephen C. Freidheim | |
| Name: | Stephen C. Freidheim | |
| Title: | Sole Member/Manager | |
| FBC HOLDINGS S.á r.l. | ||
| By: | Cyrus Capital Partners, L.P., as investment manager of the shareholders | |
| By: | Cyrus Capital Partners GP, L.L.C., its general partner | |
| By: | /s/ Stephen C. Freidheim | |
| Name: | Stephen C. Freidheim | |
| Title: | Sole Member/Manager | |
| STEPHEN C. FREIDHEIM | ||
| /s/ Stephen C. Freidheim | ||
| Stephen C. Freidheim | ||