Sphere 3D (ANY) Form 3/A Sphere 3D / VICTOR B MACFARLANE 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^*

MF Ventures, LLC

(Last) (First) (Middle)

201 SPEAR STREET, 14TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/26/2017

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	1,694,570	D(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
Common Stock Warrant (Right to Buy)	08/11/2017	08/11/2022	Common Stock	300,000	5.25	D
Common Stock Warrant (Right to Buy)	03/24/2017	03/24/2022	Common Stock	272,727	5	D

1. Name and Address of Reporting Person^*

MF Ventures, LLC

(Last) (First) (Middle)

201 SPEAR STREET, 14TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MACFARLANE VICTOR B

(Last) (First) (Middle)

C/O MF VENTURES, LLC

201 SPEAR STREET, 14TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MacFarlane Thaderine D.

(Last) (First) (Middle)

C/O MF VENTURES, LLC

201 SPEAR STREET, 14TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Explanation of Responses:

1. Victor B. MacFarlane and Thaderine D. MacFarlane are controlling members of MF Ventures, LLC and may be deemed to share and have indirect beneficial ownership over, and share indirect pecuniary interest in,1,694,570 shares held directly by MF Ventures, LLC.

Remarks:

This amendment, to the Form 3 filed on December 26, 2017, is being filed to report their ownership of a common stock warrant issued on March 24, 2017.

	/s/ Katharine Ryan-Weiss, as Attorney-in-Fact for MF Ventures, LLC	03/29/2018
	/s/ Katharine Ryan-Weiss, as Attorney-in-Fact for Victor B. MacFarlane	03/29/2018
	/s/ Katharine Ryan-Weiss, as Attorney-in-Fact for Thaderine D. MacFarlane	03/29/2018
	** 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).
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