SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3) * |
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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May 6, 2020
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(Date of Event Which Requires Filing of Statement)
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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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178,333 (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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178,333 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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178,333 (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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3.8% (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
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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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178,333 (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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||
178,333 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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178,333 (1)
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|||
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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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3.8% (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
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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)
|
||||
(a)☐
|
|||||
(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
|
SOLE VOTING POWER
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|
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0
|
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|||
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|
||||
6
|
SHARED VOTING POWER
|
|
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||
178,333 (1)
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|||
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||||
7
|
SOLE DISPOSITIVE POWER
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0
|
|
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|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
178,333 (1)
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|||
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|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
178,333 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8% (2)
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|||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Persons Filing: |
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
(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) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
(g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ A 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 § 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Item 4. | Ownership. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8.
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Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
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Certification.
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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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