Sec Form 3 Filing - CYRUS CAPITAL PARTNERS, L.P. @ Sphere 3D Corp - 2018-01-01

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 CYRUS CAPITAL PARTNERS, L.P. 2. Issuer Name and Ticker or Trading Symbol Sphere 3D Corp [ ANY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 65 E. 55TH STREET, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 1,019,196 I See Footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET 35TH FLOOR NEW YORK, NY10022 X CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X CRESCENT 1 LP C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X Cyrus Select Opportunities Master Fund, Ltd. C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X CRS Master Fund, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X Cyrus Opportunities Master Fund II, Ltd. C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X Cyrus Capital Advisors, L.L.C. C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X FBC HOLDINGS S.A.R.L. C/O CYRUS CAPITAL PARTNERS, L.P. 65 E. 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X Signatures /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 Signature of Reporting Person Date /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C. 02/23/2018 Signature of Reporting Person Date /s/Stephen C. Freidheim, individually 02/23/2018 Signature of Reporting Person Date /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 Signature of Reporting Person Date /s/Stephen C. Freidheim, Authorized Signatory of Cyrus Select Opportunities Master Fund, Ltd. 02/23/2018 Signature of Reporting Person Date /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 Signature of Reporting Person Date /s/ Stephen C. Freidheim, Authorized Signatory of Cyrus Opportunities Master Fund II, Ltd. 02/23/2018 Signature of Reporting Person Date /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 Signature of Reporting Person Date /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

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.

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).

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