Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

q Rule 13d-1(b)

ý Rule 13d-1(c)

q Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

¹ Percentage is based on 45,560,563 issued and outstanding shares of the issuer as of January 28, 2016.

 

 

Item 1

(a) Name of Issuer:

Sphere 3D Corporation

(b) Address of Issuer's Principal Executive Offices:

240 Matheson Blvd. East, Mississauga, Ontario,  L4Z 1X1, Canada

Item 2

(a) Name of Persons Filing:

MacFarlane Family Ventures, LLC

(b) Address of Principal Business Office or, if none, Residence:

201 Spear Street, 14^th Floor, San Francisco, CA 94105

(c) Citizenship:

MacFarlane Family Ventures, LLC is a Delaware limited liability company

(d) Title of Class of Securities:

Common Shares, without par value

(e) CUSIP Number:

84841L100

Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

 

 

(i)

q

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)      q

A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J).

(k)     q

Group, in accordance with §240.13d-l(b)(l)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: Not Applicable

Item 4.  Ownership

As of the date of this filing, MacFarlane Family Ventures, LLC  is deemed to beneficially own an aggregate of 2,878,888 Common Shares of the Issuer and 3,031,249 Common Shares issuable upon the exercise of warrants held by MacFarlane Family Ventures, LLC.  MacFarlane Family Ventures, LLC has sole power to direct the vote and to direct the disposition of the Common Shares.

The Common Shares represent approximately 12.16% of the Issuer's Common Shares, based on 45,560,563 issued and outstanding Common Shares of the Issuer as of January 28, 2016.

(i)

Sole power to vote or to direct the vote

5,910,137

(ii)

Shared power to vote or to direct the vote

-0-

(iii)

Sole power to dispose or to direct the disposition of

5,910,137

(iv)

Shared power to dispose or to direct the disposition of

-0-

Item 5.  Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.  Identification and Classification of Members of the Group

Not applicable.

 

 

 

Item 9.  Notice of Dissolution of Group

Not applicable.

Item 10.  Certification

(a) Not applicable.

(b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

                       (See 18 U.S.C. 1001)