Eric Kelly Form 3 Sphere 3D / Eric Kelly ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kelly Eric

(Last) (First) (Middle)

9112 SPECTRUM CENTER BLVD

(Street)

SAN DIEGO CA 92123

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2017

3. Issuer Name and Ticker or Trading Symbol
Sphere 3D Corp [ ANY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Chairman

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51,984	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	(1)	07/08/2023	Common Stock	34,000	12.89(2)	D
Non-Qualified Stock Option (right to buy)	(1)	09/15/2023	Common Stock	1,000	53.15(3)	D
Non-Qualified Stock Option (right to buy)	(1)	08/26/2021	Common Stock	5,600	67.75	D
Restricted Stock Units	(4)	(4)	Common Stock	289,740	(5)	D

Explanation of Responses:

1. These stock options are fully vested and exercisable.

2. The exercise price is based on a CAD exercise price of 16.25 at an exchange rate of 0.7933.

3. The exercise price is based on a CAD exercise price of 67.00 at an exchange rate of 0.7933.

4. These RSUs represent two awards. The underlying shares and vesting schedules are as follows: (i) 2,240 shares which vest on 2-1-18; and (ii) 287,500 shares which vest in six bi-annual installments beginning on 6-18-18.

5. Each restricted stock unit represents a contingent right to receive one share of Sphere 3D Corp. common stock.

Remarks:

Sphere 3D Corp. is no longer a foreign private issuer as of June 30, 2017. The reporting person is filing this Form 3 on or before January 1, 2018 per SEC Corp. Fin. Compliance and Disclosure Interpretation 101.02 [Aug. 11, 2010] under Section 16 (General Guidance).

	By: Denise Garrett For: Eric Kelly	12/29/2017
	** 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 5 (b)(v).
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