Sphere 3D Corp.
|
(Name of Issuer)
|
Common shares, no par value |
(Title of Class of Securities)
|
8481L100 |
(CUSIP Number)
|
Katharine Ryan-Weiss
MF Ventures, LLC
201 Spear Street, 14th Floor San Francisco, CA 94105
415-356-2500
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
With copies to:
Amanda Galton, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street San Francisco, CA 94105
415-773-5700 |
March 20, 2017
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 8481L100
|
Page 1of 6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
MF Ventures, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
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)
|
|
|
||
32.9%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 8481L100
|
Page 2 of 6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Victor B. MacFarlane
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
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)
|
|
|
||
32.9%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 8481L100
|
Page 3 of 6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Thaderine D. MacFarlane
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
32,876,061
|
|
|
|||
|
|
||||
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)
|
|
|
||
32.9%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 8481L100
|
Page 4 of 6
|
Item 4.
|
Purpose of Transaction.
|
● |
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.
|
CUSIP No. 8481L100
|
Page 5 of 6
|
Date
|
No. of Common Shares Sold
|
Average Common Share Sale Price
|
Sale Price Range for Common Shares
|
3/7/17
|
69,307
|
$0.2805
|
$0.28-$0.2894
|
3/8/17
|
136,529
|
$0.2831
|
$0.28-$0.2875
|
3/9/17
|
56,633
|
$0.2805
|
$0.28-$0.2844
|
3/15/17
|
148,928
|
$0.3104
|
$0.30-$0.338
|
3/16/17
|
170,523
|
$0.3011
|
$0.30-$0.3081
|
3/17/17
|
163,515
|
$0.3120
|
$0.31-$0.321
|
3/20/17
|
144,805
|
$0.3026
|
$0.30-$0.3133
|
Item 7.
|
Material to be Filed as Exhibits.
|
||
|
|
Exhibit Number
|
Description
|
|
6 | Joint Filing Agreement to Amendment No. 2 (filed herewith). |
CUSIP No. 8481L100
|
Page 6 of 6
|
MF Ventures, LLC
|
||
By:
|
/s/ Victor B. MacFarlane
|
|
Name: |
Victor B. MacFarlane
|
|
Title: |
Manager
|
|
Victor B. Macfarlane | ||
/s/ Victor B. MacFarlane
|
||
Thaderine D. MacFarlane | ||
/s/ Thaderine D. MacFarlane
|
||
MF Ventures, LLC
|
||
By:
|
/s/ Victor B. MacFarlane
|
|
Name: |
Victor B. MacFarlane
|
|
Title: |
Manager
|
|
Victor B. Macfarlane | ||
/s/ Victor B. MacFarlane
|
||
Thaderine D. MacFarlane | ||
/s/ Thaderine D. MacFarlane
|
||