FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OVERLAND STORAGE INC [ OVRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, no par value ("Common Stock") | 09/10/2012 | P | 41,595 | A | $1.9 | 2,874,456 | I | See Footnote(1)(2) | ||
Common Stock | 09/11/2012 | P | 5,262 | A | $1.94 | 2,879,718 | I | See Footnote(1)(2) | ||
Common Stock | 09/14/2012 | P | 17,500 | A | $1.93 | 2,897,218 | I | See Footnote(1)(2) | ||
Common Stock | 11/08/2013 | C | 769,230 | A | $1.3 | 3,721,379(3) | I | See Footnote(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Notes | $1.3 | 02/13/2013 | P | $1,000,000 | 02/13/2013 | 02/13/2017 | Common Stock | 769,230 | $0 | $1,000,000 | I | See Footnote(1)(2) | |||
Convertible Promissory Notes | $1.3 | 11/08/2013 | C | $1,000,000 | 02/13/2013 | 02/13/2017 | Common Stock | 769,230 | $0 | $0 | I | See Footnote(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities reported on this line may be deemed to be indirectly beneficially owned by Clinton Group, Inc. ("CGI"), which securities are directly held by Clinton Magnolia Master Fund, Ltd. ("CMAG"). CGI is deemed to be the indirect beneficial owner of such securities by virtue of its position as investment manager of CMAG. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of CGI. |
2. For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein. |
3. Includes an aggregate of 54,928 shares of Common Stock issued to CMAG in payment of accrued interest on the 8% Convertible Promissory Notes of the Issuer. The shares of Common Stock were issued at the option of the Issuer in lieu of the payment of interest in cash in a transaction exempt from Section 16 under Rule 16(a)-9. |
Remarks: |
Mr. Joseph De Perio, an employee of CGI, serves as a member of the board of directors of the Issuer. CGI may therefore be deemed to be a director by deputization. |
CLINTON MAGNOLIA MASTER FUND, LTD., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer | 11/14/2013 | |
CLINTON GROUP, INC., /s/ Francis Ruchalski, | 11/14/2013 | |
/s/ George E. Hall, George E. Hall | 11/14/2013 | |
** 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 4 (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. |