Sec Form 4 Filing - Kalbfleisch Kurt L. @ Sphere 3D Corp - 2018-01-16

Insider filing report for Changes in Beneficial Ownership
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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
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)
9112 SPECTRUM CENTER BLVD
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2018
(Street)
SAN DIEGO, CA92123
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 01/16/2018 M 19,201 A 29,691 D
Common Stock ( 2 ) 01/17/2018 S 8,802 D $ 2.32 20,889 D
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
Restricted Stock Units ( 1 ) 01/16/2018 M 19,201 ( 3 ) ( 3 ) Common Stock 19,201 ( 1 ) 159,199 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kalbfleisch Kurt L.
9112 SPECTRUM CENTER BLVD
SAN DIEGO, CA92123
SVP and CFO
Signatures
By: Denise Garrett For: Kurt Kalbfleisch 01/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Sphere 3D Corp. common stock.
( 2 )This transaction represents the sale of shares by the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting of the RSUs.
( 3 )The RSUs reported in column 9 represent three awards. The underlying shares and vesting schedules are as follows: (i) 1,600 shares which vest on 2-1-18; (ii) 12,799 which vest in five equal monthly installments beginning 2-10-18; and (iii) 144,800 shares which vest in six bi-annual installments beginning on 6-18-18.

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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