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 June 28, 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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34,864,287
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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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34,864,287
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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34,864,287
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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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27.9%*
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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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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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||||
8
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SHARED VOTING POWER
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34,864,287
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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34,864,287
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|||
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|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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34,864,287
|
|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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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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27.9%*
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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
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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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|
||||
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
|
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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34,864,287
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
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0
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
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||
34,864,287
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|||
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|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
34,864,287
|
|
|
|||
|
|
||||
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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27.9%*
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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 4 of 7
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●
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Amendment No. 1 filed on March 7, 2017,
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●
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Amendment No. 2 filed on March 21, 2017,
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●
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Amendment No. 3 filed on March 31, 2017, and
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●
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Amendment No. 4 filed on May 19, 2017 (the initial filing and the first four amendments, collectively, are the "Statement").
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Item 4.
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Purpose of Transaction.
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●
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to acquire additional securities of the Issuer through open market purchases, privately negotiated transactions, or otherwise;
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● |
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
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●
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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."
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CUSIP No. 8481L100
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Page 5 of 7
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. 8481L100
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Page 6 of 7
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Date
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No. of Common Shares
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Total Dollar Amount Sold |
Average Common Share Sale Price
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Sale Price Range for Common Shares
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5/19/17
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54,350
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$9,914.46 |
$0.1824
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$0.18-$0.1875
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5/22/17
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7,536
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$1,358.23 |
$0.1802
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$0.18-$0.1830
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6/23/17
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92,389
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$18,067.06 |
$0.1956
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$0.19-$0.2035
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6/26/17
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152,397
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$30,979.52 |
$0.2033
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$0.20-$0.2142
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6/27/17
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200,000
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$38,320 |
$0.1916
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$0.19-$0.1999
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6/28/17
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200,000
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$45,880 |
$0.2294
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$0.2237-$0.2250
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6/28/17
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457,287
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$103,911.84 |
$0.2272
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$0.22-$0.24
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Item 7.
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Material to be Filed as Exhibits.
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Amendment No. 5 amends and supplements Item 7 of the Statement by adding the following:
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"Exhibit
Number |
Description
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13
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Joint Filing Agreement to Amendment No. 5."
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CUSIP No. 8481L100
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Page 7 of 7
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MF Ventures, LLC
|
||
By:
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/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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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
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