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*
Clinton Magnolia Master Fund, Ltd.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST 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)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
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)
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, 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)
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*
Clinton Magnolia Master Fund, Ltd.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
CLINTON GROUP INC

(Last) (First) (Middle)
601 LEXINGTON AV
51ST 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*
Hall George E.

(Last) (First) (Middle)
C/O CLINTON GROUP INC, 601 LEXINGTON AVE
51ST 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. 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).
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