Sec Form 4 Filing - CYRUS CAPITAL PARTNERS, L.P. @ Sphere 3D Corp - 2018-05-16

FORM 4 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 EAST 55TH STREET, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2018 (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 05/16/2018 J( 1 ) 200,181 A $ 0.4292 1,905,700 ( 2 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Common Stock 05/16/2018 J( 6 ) 259,240 A $ 0.4292 2,164,940 ( 2 ) I See Footnotes ( 3 ) ( 4 ) ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET 35TH FLOOR NEW YORK, NY10022 X CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 X FBC HOLDINGS S.A.R.L. C/O CYRUS CAPITAL PARTNERS, L.P. 65 EAST 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. 05/16/2018 Signature of Reporting Person Date /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C. 05/16/2018 Signature of Reporting Person Date /s/Stephen C. Freidheim, individually 05/16/2018 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., the investment manager of FBC Holdings S.a r.l.'s shareholders 05/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Issuer common stock ("Common Shares") reported herein were acquired in lieu of Interest owed to FBC Holdings S.a r.l. ("FBC") by the Issuer under that certain 8% Senior Secured Convertible Debenture by and among FBC, the Issuer and certain subsidiaries and guarantors of the Issuer (the "Debenture"). ( 2 )The Common Shares are directly owned by FBC. ( 3 )This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), FBC, Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), and Stephen C. Freidheim (each of Cyrus, FBC, Cyrus GP, and Mr. Freidheim, collectively the "Reporting Persons"). FBC, is a wholly owned subsidiary of certain funds advised and managed by Cyrus, each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. ( 4 )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. Mr. Freidheim is the manager of Cyrus GP. Mr. Freidheim is also the Chief Investment Officer of Cyrus. ( 5 )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. ( 6 )Common Shares reported herein were acquired in consideration for the partial payment of the fourth installment payment of $183,750 owed by the Issuer to FBC, as previously reported, for FBC, among other things, extending the maturity date of the Debenture. The remaining balance of the fourth installment payment was settled by the Issuer in cash.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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