UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
SPHERE
3D CORP.
(Name of Issuer)
Common Stock, No
Par Value
(Title of Class of Securities)
84841L308
(CUSIP Number)
Justin C. Ouimet
2700 North Berkeley Lake Road, Suite 200
Duluth, GA 30096
Tel: 561.386.7758
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 17, 2020
(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 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d -7(b) for other parties to whom copies are to be sent.
*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 ("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).
SCHEDULE 13D
| CUSIP No. 84841L308 |
| 1 |
NAMES OF REPORTING PERSONS IRS Identification No.: 27-3496577 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions) SC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION GEORGIA, USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 316,065 |
| 8 | SHARED VOTING POWER Nil | |
| 9 | SOLE DISPOSITIVE POWER 316,065 | |
| 10 | SHARED DISPOSITIVE POWER Nil |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 316,065 |
| 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) Approximately 4.54% based on 6,958,325 common shares outstanding |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
Explanatory Note
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D initially filed with the SEC on July 16, 2020.
Item 4. Purpose of Transaction
Amendment No. 1 is filed by the Reporting Person with respect to the common shares, no par value (the "Common Shares"), of Sphere 3D Corp., an Ontario corporation (the "Issuer"). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Statement.
Notwithstanding anything in this Statement to the contrary, each Reporting Person specifically reserves the right to change its intention with respect to any and all matters disclosed or referenced herein. In reaching any decision with respect to any course of action, each Reporting Person expects it would take into consideration a variety of factors including, but not limited to, the Issuer's business and prospects, other business opportunities available to the Reporting Person, changes in applicable laws and regulations, general economic conditions, worldwide money and equity market conditions (including the market price of the securities of the Issuer), tax considerations, and any other factors deemed relevant. Further, the Reporting Person intends to review their investment on a regular basis and, as a result of such review, may determine at any time or from time to time, either alone or as part of a group:
● to acquire additional securities of the Issuer through open market purchases, privately negotiated transactions, or otherwise;
● to dispose of all or a portion of the securities of the Issuer beneficially owned in the open market, privately negotiated transactions, or otherwise; or
● to take any other available course of action which may involve one or more of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D or have the results described in those subparagraphs.
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(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 6,958,325 Common Shares outstanding after giving effect to the transactions as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on August 10, 2020.
(c) Other than the transactions reported herein, or otherwise disclosed in this Schedule 13D, there have been no transactions with respect to the securities of Sphere 3D during the sixty days prior to the date of this Amendment No. 1 by the Reporting Person, or to their knowledge, by any executive officer or director of the Reporting Person.
(d) No other person is known by any Reporting Person 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 Person.
(e) Based on the number of Common Shares outstanding as of August 10, 2020, based on information contained in the Issuer’s Current Report on Form 8-K filed with the SEC on August 10, 2020, the Reporting Person no longer beneficially owns more than 5% of the Common Shares as of such date.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
None.
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: August 17, 2020 | /s/Justin C. Ouimet |
|
Name: Justin C. Ouimet
| |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).