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

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1. Name and Address of Reporting Person^*

Kalbfleisch Kurt L.

(Last)

(First)

(Middle)

C/O SPHERE 3D CORP. 51 WEAVER STREET

4 GREENWICH OFFICE PARK BLDG 4, STE 100

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
Sphere 3D Corp. [ ANY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Stock	370,574	D
Common Stock	15,000	I	Daughter
Common Stock	15,000	I	Son

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	06/27/2028	Common Stock	225,000	$0.6789	D
Restricted Stock Unit (RSU)	⁽²⁾	⁽²⁾	Common Stock	260,000	⁽³⁾	D

Explanation of Responses:

1. 45,000 stock options are vested and exercisable; 67,500 stock options vest on 6/20/23; 56,250 stock options vest on 6/20/24; and 56,250 stock options vest on 6/20/25.

2. These RSUs represent one award. The underlying shares and vesting schedules are as follows: 97,500 shares vest on 6/20/23; 81,250 shares vest on 6/20/24 and 81,250 shares vest on 6/20/25.

3. Each RSU represents a contingent right to receive one share of Sphere 3D Corp. common stock.

Remarks:

The Board of Directors of Sphere 3D Corp. (the "Company") has determined that as of June 30, 2022, the Company was no longer a foreign private issuer. As a result, effective January 1, 2023, the Company is required to comply with the reporting requirements and use the filing forms applicable to U.S. public companies under U.S. securities laws, including reports required under Section 16 of the U.S. Securities Exchange Act of 1934.

	By: Denise Garrett For: Kurt Kalbfleisch	01/03/2023
	** 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.
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