Cyrus Select Opportunities Master Fund Form 3 Sphere 3D / STEPHEN C FREIDHEIM 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

65 E. 55TH STREET

35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2018

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

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

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

5. 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 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	1,019,196	I	See Footnote(1)

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
Convertible Promissory Notes	12/01/2014	03/30/2018	Common Stock	326,667(4)	75	I	See Footnote(2)(3)
Warrant (Right to Buy)	02/20/2015	02/20/2018	Common Stock	4,000	112.5	I	See Footnote(2)(3)(5)
Warrant (Right to Buy)	03/06/2015	03/19/2018	Common Stock	4,000	180.25	I	See Footnote(2)(3)(5)
Warrant (Right to Buy)	03/20/2015	03/20/2018	Common Stock	4,000	125.5	I	See Footnote(2)(3)(5)
Warrant (Right to Buy)	12/21/2015	12/21/2018	Common Stock	20,000	38.5	I	See Footnote(2)(3)(5)
Warrant (Right to Buy)	02/26/2016	02/26/2019	Common Stock	20,000	40.5	I	See Footnote(2)(3)(5)

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

65 E. 55TH STREET

35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CYRUS CAPITAL PARTNERS GP, LLC

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FREIDHEIM STEPHEN C

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRESCENT 1 LP

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cyrus Select Opportunities Master Fund, Ltd.

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRS Master Fund, L.P.

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cyrus Opportunities Master Fund II, Ltd.

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cyrus Capital Advisors, L.L.C.

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FBC HOLDINGS S.A.R.L.

(Last) (First) (Middle)

C/O CYRUS CAPITAL PARTNERS, L.P.

65 E. 55TH STREET, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities") directly owns 18,934 shares of Common Stock of the Issuer; CRS Master Fund, L.P. ("CRS") directly owns 6,058 shares of Common Stock of the Issuer; Crescent I, L.P. ("Crescent") directly owns 6,961 shares of Common Stock of the Issuer;. Cyrus Select Opportunities Master Fund, Ltd. ("Cyrus Select") directly owns 3,057 shares of Common Stock of the Issuer; and FBC Holdings S.a r.l. ("FBC) directly owns 984,186 shares of Common Stock of the Issuer.

2. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Capital Partners GP, L.L.C. ("Cyrus GP") , Cyrus Opportunities, CRS, Crescent, Cyrus Select, FBC, Cyrus Capital Advisors, L.L.C. ("Cyrus Advisors") and Stephen C. Freidheim (each of Cyrus, Cyrus GP, Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Advisors, FBC and Mr. Freidheim, collectively the "Reporting Persons"). Each of Cyrus Opportunities, CRS, Crescent, Cyrus Select and FBC are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is the investment manager of each of these private investment funds. Cyrus GP is the general partner of Cyrus. Cyrus Advisors is the general partner of Crescent and CRS. FBC is a wholly owned subsidiary of Cryus Opportunities. CRS, Crescent, Cyrus Europe Master Fund, Ltd.and Cyrus Select. Mr. Friedheim is the managing member of Cyrus GP and Cyrus Advisors and is the CIO of Cyrus.

3. Pursaunt to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Reporting Person was, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities of the Issuer held by the Reporting Persons, and such beneficial ownership was and is expressly disclaimed by the Reporting Persons except to the extent of their pecuniary interest.

4. The Convertible Promissory Notes dated as of December 1, 2014 by and between the Issuer and FBC (the "Notes") and are convertible, in whole or in part, by the holder into a number of shares of Common Stock equal to the principal amount of the Notes being converted divided by $75.00. The Notes are directly owned by FBC.

5. The Warrants are held directly by FBC.

Remarks:

	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the general partner of Cyrus Capital Partners, L.P.	02/23/2018
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C.	02/23/2018
	/s/Stephen C. Freidheim, individually	02/23/2018
	/s/ Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing member of Capital Advisors, L.L.C., the general partner of Crescent 1, L.P.	02/23/2018
	/s/Stephen C. Freidheim, Authorized Signatory of Cyrus Select Opportunities Master Fund, Ltd.	02/23/2018
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, LLC, the managing member of Cyrus Capital Advisors, L.L.C., the general partner of CRS Master Fund, L.P.	02/23/2018
	/s/ Stephen C. Freidheim, Authorized Signatory of Cyrus Opportunities Master Fund II, Ltd.	02/23/2018
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing member of Cyrus Capital Advisors, L.L.C.	02/23/2018
	/s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the general partner of Cyrus Capital Partners, L.P., as investment manager of the shareholders of FBC Holdings S.a r.l.	02/23/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.