4//SEC Filing
OVERLAND STORAGE INC 4
Accession 0001382963-14-000062
CIK 0000889930operating
Filed
Dec 18, 7:00 PM ET
Accepted
Dec 19, 6:08 PM ET
Size
30.9 KB
Accession
0001382963-14-000062
Insider Transaction Report
Form 4
CYRUS CAPITAL PARTNERS GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying) - Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying)
Transactions
- Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying)
Cyrus Capital Advisors, L.L.C.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying)
FBC HOLDINGS S.A.R.L.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying)
Transactions
- Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying)
CYRUS CAPITAL PARTNERS, LP
10% Owner
Transactions
- Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying)
FREIDHEIM STEPHEN C
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying)
CRESCENT 1 LP
10% Owner
Transactions
- Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying) - Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying)
CRS Master Fund, L.P.
10% Owner
Transactions
- Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2018-01-21→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-12-19→ Common Stock (400,000 underlying) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: see Footnotes)Exercise: $6.50Exp: 2017-02-13→ Common Stock (388,882 underlying) - Disposition to Issuer
Common Stock
2014-12-01−11,048,049→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Convertible Promissory Notes
2014-12-01→ 0 total(indirect: See Footnotes)Exercise: $5.00Exp: 2017-11-08→ Common Stock (600,000 underlying)
Footnotes (6)
- [F1]This transaction reflects the disposition of shares of the Issuer's common stock pursuant to the Agreement and Plan of Merger, dated as of May 15, 2014, by and among the Issuer, Sphere 3D Corporation ("Sphere 3D") and S3D Acquisition Company. On December 1, 2014, the Issuer completed the merger (the "Merger"). As a result of the Merger, each share of the Issuer's common stock issued and outstanding immediately prior to the effective date of the Merger was converted into the right to receive 0.46385 common shares of Sphere 3D for each share of the Issuer's common stock. The market value of Sphere 3D's common shares on December 1, 2014 was $7.71.
- [F2]On April 9, 2014, a one-for-five (1-for-5) reverse stock split of the Issuer's common stock became effective. The reverse stock split affects all of the Issuer's outstanding shares of common stock, as well as the number of shares of common stock issuable upon conversion of convertible instruments outstanding on the effective date of the reverse stock split and per share conversion price thereof. All share amounts and per share prices set forth in this Form 4 have been adjusted to reflect such reverse stock split.
- [F3]This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), FBC Holdings, S.a r.l. ("FBC"), Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities"), CRS Master Fund, L.P. ("CRS"), Crescent 1, L.P. ("Crescent"), Cyrus Select Opportunities Master Fund, Ltd, ("Cyrus Select"), Cyrus Capital Advisors, L.L.C. ("Cyrus Advisors") and Stephen C. Freidham (each of Cyrus, FBC, Cyrus GP, Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Advisors and Mr. Freidheim, collectively the "Reporting Persons"). FBC, which serves as a special purpose vehicle for making investments, is a wholly owned subsidiary of Cyrus Opportunities, CRS, Crescent, Cyrus Select and Cyrus Europe Master Fund, Ltd., each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies.
- [F4]Cyrus is the manager of FBC and the investment manager of each private fund holding an interest in FBC. Cyrus GP is the general partner of Cyrus. Cyrus Advisors is the general partner of Crescent and CRS. Mr. Freidheim is the manager of Cyrus GP and Cyrus GP is the managing member of Cyrus Advisors. Mr. Freidheim is also the Chief Investment Officer of Cyrus.
- [F5]Pursuant 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.
- [F6]In connection with the Merger, all of the outstanding Convertible Promissory Notes were exchanged for newly issued convertible debentures of Sphere 3D.
Documents
Issuer
OVERLAND STORAGE INC
CIK 0000889930
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0000889930
Filing Metadata
- Form type
- 4
- Filed
- Dec 18, 7:00 PM ET
- Accepted
- Dec 19, 6:08 PM ET
- Size
- 30.9 KB