SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CYRUS CAPITAL PARTNERS, LP (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OVERLAND STORAGE INC [ OVRL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/08/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
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	11/08/2013		J(1)		343,527(1)	A	$0.98	659,141(1)	I	See Footnote (2) (3)
Common Stock	11/08/2013		C(5)		7,286,359(5)	A	$1.3	7,945,500	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	11/08/2013		C			$9,472,267(5)	(4)	02/13/2017	Common Stock	7,286,359(5)	$0	$2,527,734(5)(6)(7)	I	See Footnote (2) (3)
Convertible Promissory Notes	$1	11/08/2013		P		$3,000,000(6)		(4)	11/08/2017	Common Stock	3,000,000(6)(7)	$1	3,000,000(6)(7)	I	see Footnotes(2)(3)

1. Name and Address of Reporting Person* CYRUS CAPITAL PARTNERS, LP (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CYRUS CAPITAL PARTNERS GP, LLC (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FREIDHEIM STEPHEN C (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRESCENT 1 LP (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cyrus Select Opportunities Master Fund, Ltd. (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRS Master Fund, L.P. (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cyrus Opportunities Master Fund II, Ltd. (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cyrus Capital Advisors, L.L.C. (Last) (First) (Middle) 399 PARK AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On November 8, 2013, certain of the Reporting Persons were issued a total of 343,527 shares of Common Stock for interest accrued on 8% Convertible Promissory Notes in the aggregate principal amount of $12,000,000 issued to such Reporting Persons on February 12, 2013 (the "Original Notes"). Of such shares of Common Stock, Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities") was issued 184,131shares; CRS Master Fund, L.P. ("CRS") was issued 59,773 shares; Crescent 1, L.P. ("Crescent") was issued 69,049 shares; and Cyrus Select Opportunities Master Fund, Ltd. ("Cyrus Select") was issued 30,574 shares. The shares issued in payment of accrued interest were issued at $0.98 per share.The shares of Common Stock were issued at the option of the Issuer in lieu of payment of interest in cash.

2. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Capital Advisors, L.L.C. (Cyrus Advisors") and Stephen C. Freidham (each of Cyrus, Cyrus GP, Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Advisors and Mr. Freidheim, collectively the "Reporting Persons"). Each of Cyrus Opportunities, CRS, Crescent and Cyrus Select, or collectively the Cyrus Funds, are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is the investment manager of each of the Cyrus Funds. Cyrus GP is the general partner of Cyrus. Cyrus Advisors is the general partner of Crescent and CRS. Mr. Freidheim is the manager of Cyrus GP and Cyrus GP is the managing member of Cyrus Advisors. Mr. Freidheim is also the Chief Investment Officer of Cyrus.

3. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Reporting Person was, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities of the Issuer held by the Reporting Persons, and such beneficial ownership was and is expressly disclaimed by the Reporting Persons except to the extent of their pecuniary interest.

4. The Original Notes and the New Notes (as defined below) are convertible at any time subject to cetain limitations on conversion as set forth in the Note Purchase Agreement dated February 12, 2013 by and between the Issuer and certain of the Reporting Persons, as amended pursuant to the Restated Note Purchase Agreement dated as of November 1, 2013 (the "Restated NPA")

5. Pursuant to the Restated NPA, $9,472,267 of Original Notes was automatically converted into 7,286,359 shares of Common Stock on November 8, 2013. Of such shares, Cyrus Opportunities was issued 3,905,490 shares; CRS was issued 1,267,826 shares; Crescent was issued 1,464,558 shares; and Cyrus Select was issued 648,485 shares. After the conversion of the Original Notes reported herein, Cyrus Opportunities directly owns Original Notes in the prinicpal amount of $1,354,863; CRS directly owns Original Notes in the principal amount of $439,826; Crescent directly owns Original Notes in the principal amount of $508,075; and Cyrus Select directly owns Original Notes in the principal amount of $224,970. The Original Notes are convertible, in whole or in part, by the holder into a number of shares of Common Stock equal to the principal amount of the Original Notes being converted divided by $1.30 (subject to certain limitations and adjustments set forth in the Restated NPA).

6. Pursuant to the Restated NPA certain of the Reporting Persons acquired an aggregate of $3,000,000 of additional notes as of November 8, 2013 (the "New Notes"). Of such notes, Cyrus Opportunities directly owns New Notes in the principal amount of $1,728,000; CRS directly owns New Notes in the principal amount of $498,000; Crescent directly owns New Notes in the principal amount of $549,000; and Cyrus Select directly owns New Notes in the principal amount of $225,000. The New Notes are convertible, in whole or in part, by the holder into a number of shares of Common Stock equal to the principal amount of the New Notes being converted divided by $1.00 (subject to certain limitations and adjustments set forth in the Restated NPA).

7. The terms of the Restated NPA provide that the number of shares of Common Stock issuable upon conversion of the Original Notes and the New Notes shall be limited to the extent necessary to ensure that, following such conversion, the total number of shares of Common Stock beneficially owned by the Reporting Persons shall not exceed 19.99% of the total number of the then issued and outstanding shares of Common Stock (including for such purposes the shares of Common Stock issuable upon conversion). After the conversion of the portion of the Original Notes reported on this Form 4, no more Original Notes or any New Notes may be converted into Common Stock unless such conversion is approved by the Issuer's shareholders or the number of shares of the Issuer's Common Stock outstanding is increased.

Remarks:

The 7,945,500 shares of Common Stock reported herein represent 19.99% shares of the Issuer's Common Stock based upon 31,118,558 shares of Common Stock outstanding as of September 6, 2013 as reported in the Issuer's 10-K filed with the Securities and Exchange Commission on September 18, 2013, and taking into account: (i) the 3,380 shares of restricted stock which subsequently vested; (ii) the shares of Common Stock issued in payment of interest and; (iii) the shares of Common Stock issuable upon conversion of the Original Notes by certain of the Reporting Persons (subject to the limitations set forth in the Restated NPA) and other purchasers of such notes. After the conversion of the portion of the Original Notes reported on this Form 4, no more Original Notes or any New Notes may be converted into Common Stock unless such conversion is approved by the Issuer's shareholders or the number of shares of the Issuer's Common Stock outstanding is increased

	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L. C., the general partner of Cyrus Capital Partners, L.P.	11/12/2013
	/s/ Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C.	11/12/2013
	/s/Stephen C. Freidheim, individually	11/12/2013
	/s/ Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing menber of Cyrus Capital Advisors, L.L.C., the general partner of Crescent 1, L.P. and CRS Master Fund, L.P.	11/12/2013
	/s/ Stephen C. Freidheim, Authorized Signatory of Cyrus Select Opportunities Master Fund, Ltd. and Cyrus Opportunities Master Fund II, Ltd.	11/12/2013
	/s/ Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing menber of Cyrus Capital Advisors, L.L.C.	11/12/2013
	** Signature of Reporting Person	Date
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