SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 201 SPEAR STREET, 14TH FLOOR |
|
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
06/30/2017
|
3. Issuer Name and Ticker or Trading Symbol
Sphere 3D Corp
[ ANY ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common Shares |
1,994,570 |
D
|
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 201 SPEAR STREET, 14TH FLOOR |
|
(Street)
|
1. Name and Address of Reporting Person*
| C/O MF VENTURES, LLC |
| 201 SPEAR STREET, 14TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O MF VENTURES, LLC |
| 201 SPEAR STREET, 14TH FLOOR |
(Street)
|
| Explanation of Responses: |
|
| Remarks: |
|
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/s/ Victor B. MacFarlane, Manager of MF Ventures, LLC |
12/26/2017 |
|
/s/ Victor B. MacFarlane |
12/26/2017 |
|
/s/ Thaderine D. MacFarlane |
12/26/2017 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Thaderine D. MacFarlane and
Katharine Ryan-Weiss,
each of them, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as
a person who beneficially holds more than 10% of the common shares of Sphere 3D
Corp.
(the "Company"), forms 3, Forms 4 and Forms 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or
desirable to complete and execute any such Forms 3, Forms 4 or Forms 5 and
timely file any
such forms with the U.S. Securities and Exchange Commission and any other
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that
the documents executed by such attorney-in-fact on behalf of the undersigned,
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in the undersigned's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever required, necessary or proper to
be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done pursuant to
this Power of Attorney.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file Forms 3, Forms 4 and Forms 5 with respect to the undersigned's
holdings of, and
transactions in, securities issued by the Company, unless earlier revoked by the
undersigned
in a signed writing delivered to the attorneys-in-fact.
The undersigned has caused this Power of Attorney to be executed as of this 26th
day of December, 2017.
/s/ Victor B. MacFarlane
Signature
Victor B. MacFarlane
Print Name
Exhibit 24.2
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Victor B. MacFarlane and
Katharine Ryan-Weiss,
each of them, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as
a person who beneficially holds more than 10% of the common shares of Sphere 3D
Corp.
(the "Company"), forms 3, Forms 4 and Forms 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or
desirable to complete and execute any such Forms 3, Forms 4 or Forms 5 and
timely file any
such forms with the U.S. Securities and Exchange Commission and any other
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that
the documents executed by such attorney-in-fact on behalf of the undersigned,
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in the undersigned's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever required, necessary or proper to
be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done pursuant to
this Power of Attorney.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file Forms 3, Forms 4 and Forms 5 with respect to the undersigned's
holdings of, and
transactions in, securities issued by the Company, unless earlier revoked by the
undersigned
in a signed writing delivered to the attorneys-in-fact.
The undersigned has caused this Power of Attorney to be executed as of this 26th
day of December, 2017.
/s/ Thaderine D. MacFarlane
Signature
Thaderine D. MacFarlane
Print Name
Exhibit 24.3
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Katharine Ryan-Weiss,
the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as
a person who beneficially holds more than 10% of the common shares of Sphere 3D
Corp.
(the "Company"), forms 3, Forms 4 and Forms 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or
desirable to complete and execute any such Forms 3, Forms 4 or Forms 5 and
timely file any
such forms with the U.S. Securities and Exchange Commission and any other
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that
the documents executed by such attorney-in-fact on behalf of the undersigned,
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in the undersigned's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever required, necessary or proper to
be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done pursuant to
this Power of Attorney.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file Forms 3, Forms 4 and Forms 5 with respect to the undersigned's
holdings of, and
transactions in, securities issued by the Company, unless earlier revoked by the
undersigned
in a signed writing delivered to the attorneys-in-fact.
The undersigned has caused this Power of Attorney to be executed as of this 26th
day of December, 2017.
MF Ventures, LLC
By: /s/ Victor B. MacFarlane
Name: Victor B. MacFarlane
Title: Manager
