0000899243-18-029011.txt : 20181115 0000899243-18-029011.hdr.sgml : 20181115 20181115161025 ACCESSION NUMBER: 0000899243-18-029011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181113 FILED AS OF DATE: 20181115 DATE AS OF CHANGE: 20181115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001166564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36532 FILM NUMBER: 181187360 BUSINESS ADDRESS: STREET 1: 65 EAST 55 STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5800 MAIL ADDRESS: STREET 1: 65 EAST 55 STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: CYRUS CAPITAL PARTNERS, LP DATE OF NAME CHANGE: 20050215 FORMER NAME: FORMER CONFORMED NAME: OZF MANAGEMENT L P DATE OF NAME CHANGE: 20020205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS GP, LLC CENTRAL INDEX KEY: 0001166774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36532 FILM NUMBER: 181187361 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5800 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: OZF MANAGEMENT LLC DATE OF NAME CHANGE: 20020208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FREIDHEIM STEPHEN C CENTRAL INDEX KEY: 0001251783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36532 FILM NUMBER: 181187362 MAIL ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FBC HOLDINGS S.A.R.L. CENTRAL INDEX KEY: 0001530547 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36532 FILM NUMBER: 181187363 BUSINESS ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 65 EAST 55TH STREET, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123805800 MAIL ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 65 EAST 55TH STREET, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sphere 3D Corp CENTRAL INDEX KEY: 0001591956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 895 DON MILLS ROAD STREET 2: BLDG. 2, SUITE 900 CITY: TORONTO STATE: A6 ZIP: M3C 1W3 BUSINESS PHONE: 416-749-5999 MAIL ADDRESS: STREET 1: 895 DON MILLS ROAD STREET 2: BLDG. 2, SUITE 900 CITY: TORONTO STATE: A6 ZIP: M3C 1W3 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-13 0 0001591956 Sphere 3D Corp ANY 0001166564 CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET 35TH FLOOR NEW YORK NY 10022 0 0 1 0 0001166774 CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 0 0 1 0 0001251783 FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 0 0 1 0 0001530547 FBC HOLDINGS S.A.R.L. C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A Preferred Shares 2018-11-13 4 P 0 6500000 A 6500000 I See Footnotes Put Option (right to sell) 2018-11-13 4 P 0 2500000 A 2018-11-13 2020-11-13 Series A Preferred Shares 2500000 2500000 I See Footnotes Call Option (obligation to sell) 2018-11-13 4 S 0 2500000 D 2018-11-13 2019-11-13 Series A Preferred Shares 2500000 2500000 I See Footnotes On November 13, 2018, Sphere 3D Corp. (the "Issuer") entered into a Conversion Agreement (the "Conversion Agreement") with FBC Holdings S.a r.l. ("FBC") pursuant to which FBC received 6,500,000 Series A Preferred Shares of the Issuer ("Series A Preferred Shares") through the exchange of $6.5 million of a debenture by and between the Issuer and FBC. The Series A Preferred Shares, subject to prior approval by the holders of outstanding common shares of the Issuer (which may only be sought by the Issuer after the six-month anniversary of the initial issue date of the Series A Preferred Shares), are convertible into the Issuer's common shares, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15 trading day volume weighted average price per common share prior to the date that the conversion notice is provided (the "Conversion Rate"), (Continued from footnote 1) subject to a conversion price floor of $0.80 as required by NASDAQ rules. The Series A Preferred Shares carry a cumulative preferred dividend at a rate of 8% of the subscription price per Series A Preferred Share, are subject to mandatory redemption for cash after a two-year period, and carry a liquidation preference equal to the subscription price per Series A Preferred Share plus any accrued and unpaid dividends. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), FBC, Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), and Stephen C. Freidheim. FBC is a wholly owned subsidiary of certain funds advised and managed by Cyrus, each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is a manager of FBC and the investment manager of each private fund holding an interest in FBC. Cyrus GP is the general partner of Cyrus. Mr. Freidheim is the sole member and manager of Cyrus GP and Chief Investment Officer of Cyrus. Cyrus, Cyrus GP and Mr. Freidheim may be deemed to have a pecuniary interest in a portion of the securities held directly by FBC due to Cyrus' right to receive performance-based allocations. (Continued from footnote 3) Each of Mr. Freidheim, Cyrus GP and Cyrus disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus GP or Cyrus is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. On November 13, 2018, simultaneously with entering into the Conversion Agreement, the Issuer entered into a Share Exchange and Buy Out Agreement (the "Exchange Agreement") with FBC, Silicon Valley Technology Partners, Inc. ("SVTP") and MF Ventures, LLC ("MFV"). Under the terms of the Exchange Agreement, (i) the Issuer granted FBC the right to exchange up to 2,500,000 Series A Preferred Shares held by FBC for up to 1,879,699 shares of Series A Preferred Stock of SVTP ("SVTP Shares") held by the Issuer (the "Exchange Right"), with such Exchange Right expiring two years after the date of the Exchange Agreement, and (ii) MFV and SVTP have the right to purchase up to 2,120,301 of the SVTP Shares held by FBC plus (b) either (i) 2,500,000 Series A Preferred Shares held by FBC or (ii) if FBC has exercised its Exchange Right prior to the buy-out date, (Continued from footnote 5) the SVTP Shares that have been exchanged for such Series A Preferred Shares by FBC pursuant to the Exchange Right (the "Buy-out Right"), for the purchase price of an amount equal to 105% of the original issue price for such shares plus all unpaid dividends accrued, with such Buy-out Right expiring within one year after the date of the Exchange Agreement. CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2018-11-15 CYRUS CAPITAL PARTNERS GP, L.L.C., Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2018-11-15 /s/ Stephen C. Freidheim 2018-11-15 FBC HOLDINGS S.A R.L., By: Cyrus Capital Partners, L.P., the investment manager of FBC Holdings S.a r.l.'s shareholders, By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2018-11-15 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

					                                              Exhibit 99.1



                         Form 4 Joint Filer Information



Name:                                 Cyrus Capital Partners GP, L.L.C.

Address:                              c/o Cyrus Capital Partners, L.P.

                                      65 East 55th Street, 35th Floor

                                      New York, NY 10022


Date of Event Requiring Statement:   11/13/18


Name:                                Stephen C. Freidheim

Address:                             c/o Cyrus Capital Partners, L.P.
                                     65 East 55th Street, 35th Floor
                                     New York, NY 10022


Date of Event Requiring Statement:  11/13/18


Name:                                FBC Holdings S.a r.l.

Address:                             c/o Cyrus Capital Partners, L.P.
                                     65 East 55th Street, 35th Floor
                                     New York, NY 10022


Date of Event Requiring Statement:   11/13/18