Sec Form 3 Filing - Kalbfleisch Kurt L. @ Sphere 3D Corp. - 2023-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kalbfleisch Kurt L. 2. Issuer Name and Ticker or Trading Symbol Sphere 3D Corp. [ ANY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP and CFO (Last) (First) (Middle) C/O SPHERE 3D CORP. 51 WEAVER STREET, 4 GREENWICH OFFICE PARK BLDG 4, STE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (Street) GREENWICH, CT06831 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 370,574 D Common Stock 15,000 I Daughter Common Stock 15,000 I Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 0.6789 ( 1 ) 06/27/2028 Common Stock 225,000 D Restricted Stock Unit (RSU) ( 3 ) ( 2 ) ( 2 ) Common Stock 260,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kalbfleisch Kurt L. C/O SPHERE 3D CORP. 51 WEAVER STREET 4 GREENWICH OFFICE PARK BLDG 4, STE 100 GREENWICH, CT06831 SVP and CFO Signatures By: Denise Garrett For: Kurt Kalbfleisch 01/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )45,000 stock options are vested and exercisable; 67,500 stock options vest on 6/20/23; 56,250 stock options vest on 6/20/24; and 56,250 stock options vest on 6/20/25. ( 2 )These RSUs represent one award. The underlying shares and vesting schedules are as follows: 97,500 shares vest on 6/20/23; 81,250 shares vest on 6/20/24 and 81,250 shares vest on 6/20/25. ( 3 )Each RSU represents a contingent right to receive one share of Sphere 3D Corp. common stock.

Remarks: The Board of Directors of Sphere 3D Corp. (the "Company") has determined that as of June 30, 2022, the Company was no longer a foreign private issuer. As a result, effective January 1, 2023, the Company is required to comply with the reporting requirements and use the filing forms applicable to U.S. public companies under U.S. securities laws, including reports required under Section 16 of the U.S. Securities Exchange Act of 1934.

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 4(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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