Sphere 3D Corp. |
(Name of Issuer)
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Common shares, no par value |
(Title of Class of Securities)
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8481L100 |
(CUSIP Number)
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Katharine Ryan-Weiss
MF Ventures, LLC
201 Spear Street, 14th Floor San Francisco, CA 94105
415-356-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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With copies to:
Amanda Galton, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street San Francisco, CA 94105
415-773-5700 March 24, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 8481L100
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Page 1 of 7
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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
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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37,368,415
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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37,368,415
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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37,368,415
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.3%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 8481L100
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Page 2 of 7
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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
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(a)
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☐
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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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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7
|
SOLE VOTING POWER
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0
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|||
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|
||||
8
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SHARED VOTING POWER
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37,368,415
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|
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|||
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|
||||
9
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SOLE DISPOSITIVE POWER
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0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,368,415
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,368,415
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.3%*
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|||
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|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 8481L100
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Page 3 of 7
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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
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
AF
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|
|||
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|
||||
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
|
|
|
||
37,368,415
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,368,415
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,368,415
|
|
|
|||
|
|
||||
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)
|
|
|
||
30.3%*
|
|
|
|||
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
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CUSIP No. 8481L100
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Page 4 of 7
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Item
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3. Source and Amount of Funds or Other Consideration.
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Item
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4. Purpose of Transaction.
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"March
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2017 Securities Purchase Agreement
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· |
4,545,454 Common Shares at $0.22 per share (the "March 2017 Shares"); and
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· |
A Warrant exercisable to purchase 4,545,454 Common Shares at an initial exercise price of $0.30 per share (the "March 2017 Warrant").
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CUSIP No. 8481L100
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Page 5 of 7
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CUSIP No. 8481L100
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Page 6 of 7
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"Exhibit
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Number
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Description
|
7
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Joint Filing Agreement to Amendment No. 3 (filed herewith).
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8
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Form of Securities Purchase Agreement dated March 24, 2017 (incorporated herein by reference to Exhibit 99.1 to the Issuer's Form 6-K deemed filed with the SEC on March 24, 2017 (File No. 001-36532)).
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9
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Form of Warrant (incorporated herein by reference to Exhibit 99.2 to the Issuer's Form 6-K deemed filed with the SEC on March 24, 2017 (File No. 001-36532)).
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10
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Form of Leak-Out Agreement (incorporated herein by reference to Exhibit 99.3 to the Issuer's Form 6-K deemed filed with the SEC on March 24, 2017 (File No. 001-36532)).
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11
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Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 99.4 to the Issuer's Form 6-K deemed filed with the SEC on March 24, 2017 (File No. 001-36532))."
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CUSIP No. 8481L100
|
Page 7 of 7
|
MF Ventures, LLC
|
||
By:
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/s/ Victor B. MacFarlane
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Name: Victor B. MacFarlane
|
||
Title: Manager
|
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
|
|
|
CUSIP No. 8481L100
|
MF Ventures, LLC
|
||
By:
|
/s/ Victor B. MacFarlane
|
|
Name: Victor B. MacFarlane
|
||
Title: Manager
|
Victor B. MacFarlane
|
|
|
|
|
|
/s/ Victor B. MacFarlane
|
|
|
|
|
|
Thaderine D. MacFarlane
|
|
|
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/s/ Thaderine D. MacFarlane
|
|
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