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*
Kelly Eric

(Last) (First) (Middle)
C/O OVERLAND STORAGE, INC.
4820 OVERLAND AVENUE

(Street)
SAN DIEGO CA 92123

(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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 04/23/2010 C 49,310 A (1) 49,976 D
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
Series A Convertible Preferred Stock (1) 04/23/2010 C 8,666 (1) (1) Common Stock 49,310 $0 0 D
Employee Stock Option (right to buy) $2.49 04/23/2010(2) A 1,238,000 (3) 04/23/2016 Common Stock 1,238,000 $0 1,238,000 D
Explanation of Responses:
1. All outstanding shares of Series A Convertible Preferred Stock automatically converted into shares of Common Stock following receipt of shareholder approval of the full conversion of the outstanding shares of Series A Convertible Preferred Stock into shares of Common Stock at the special meeting of shareholders held on April 23, 2010 (the "Special Meeting").
2. The option grant was approved by the compensation committee of the board of directors of Overland Storage, Inc. on February 16, 2010, subject to the closing of a financing transaction (the "Financing Transaction") and shareholder approval of an increase in the number of shares of Common Stock available for issuance under the Overland Storage, Inc. 2009 Equity Incentive Plan at the Special Meeting.
3. The option grant shall vest in equal monthly installments over three years commencing February 18, 2010, the date definitive agreements were signed with respect to the Financing Transaction.
Remarks:
Denise Garrett as Attorney-in-fact for Eric Kelly 04/27/2010
** 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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