SEC FORM 4

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

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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^*

CYRUS CAPITAL PARTNERS, L.P.

(Last)

(First)

(Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK,

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)
12/01/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2014		D⁽¹⁾		11,048,049⁽²⁾	D	⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Notes	$5⁽²⁾	12/01/2014		D			$2,000,000	⁽⁶⁾	01/21/2018	Common Stock	400,000⁽²⁾	⁽⁶⁾	0⁽⁶⁾	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Convertible Promissory Notes	$5⁽²⁾	12/01/2014		D			$2,000,000	⁽⁶⁾	12/19/2017	Common Stock	400,000⁽²⁾	⁽⁶⁾	0⁽⁶⁾	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Convertible Promissory Notes	$5⁽²⁾	12/01/2014		D			$3,000,000	⁽⁶⁾	11/08/2017	Common Stock	600,000⁽²⁾	⁽⁶⁾	0⁽⁶⁾	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Convertible Promissory Notes	$6.5⁽²⁾	12/01/2014		D			$2,527,734	⁽⁶⁾	02/13/2017	Common Stock	388,882⁽²⁾	⁽⁶⁾	0⁽⁶⁾	I	see Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS, L.P.

(Last)

(First)

(Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK,

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,

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,

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,

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,

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,

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,

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,

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^*

FBC HOLDINGS S.A.R.L.

(Last)

(First)

(Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK,

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. This transaction reflects the disposition of shares of the Issuer's common stock pursuant to the Agreement and Plan of Merger, dated as of May 15, 2014, by and among the Issuer, Sphere 3D Corporation ("Sphere 3D") and S3D Acquisition Company. On December 1, 2014, the Issuer completed the merger (the "Merger"). As a result of the Merger, each share of the Issuer's common stock issued and outstanding immediately prior to the effective date of the Merger was converted into the right to receive 0.46385 common shares of Sphere 3D for each share of the Issuer's common stock. The market value of Sphere 3D's common shares on December 1, 2014 was $7.71.

2. On April 9, 2014, a one-for-five (1-for-5) reverse stock split of the Issuer's common stock became effective. The reverse stock split affects all of the Issuer's outstanding shares of common stock, as well as the number of shares of common stock issuable upon conversion of convertible instruments outstanding on the effective date of the reverse stock split and per share conversion price thereof. All share amounts and per share prices set forth in this Form 4 have been adjusted to reflect such reverse stock split.

3. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), FBC Holdings, S.a r.l. ("FBC"), Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities"), CRS Master Fund, L.P. ("CRS"), Crescent 1, L.P. ("Crescent"), Cyrus Select Opportunities Master Fund, Ltd, ("Cyrus Select"), Cyrus Capital Advisors, L.L.C. ("Cyrus Advisors") and Stephen C. Freidham (each of Cyrus, FBC, Cyrus GP, Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Advisors and Mr. Freidheim, collectively the "Reporting Persons"). FBC, which serves as a special purpose vehicle for making investments, is a wholly owned subsidiary of Cyrus Opportunities, CRS, Crescent, Cyrus Select and Cyrus Europe Master Fund, Ltd., each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies.

4. Cyrus is the manager of FBC and the investment manager of each private fund holding an interest in FBC. 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.

5. 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.

6. In connection with the Merger, all of the outstanding Convertible Promissory Notes were exchanged for newly issued convertible debentures of Sphere 3D.

Remarks:

	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L. C., the general partner of Cyrus Capital Partners, L.P.	12/17/2014
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C.	12/17/2014
	/s/Stephen C. Freidheim, individually	12/17/2014
	/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.	12/17/2014
	/s/Stephen C. Freidheim, Authorized Signatory of Cyrus Select Opportunities Master Fund, Ltd. and Cyrus Opportunities Master Fund II, Ltd.	12/17/2014
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing menber of Cyrus Capital Advisors, L.L.C.	12/17/2014
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, LLC, the general partner of Cyrus Capital Partners, L.P., the investment manager of FBC Holdings S.a r.l.'s shareholders	12/17/2014
	** Signature of Reporting Person	Date
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