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Form 3 Sphere 3D Corp For: Jun 30 Filed by: Kelly Eric

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December 29, 2017 7:23 PM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Kelly Eric
(Last) (First) (Middle)
9112 SPECTRUM CENTER BLVD
(Street)
SAN DIEGO CA 92123
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2017 		3. Issuer Name and Ticker or Trading Symbol
Sphere 3D Corp [ ANY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 51,984
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 07/08/2023 Common Stock 34,000 12.89 (2) D  
Non-Qualified Stock Option (right to buy)   (1) 09/15/2023 Common Stock 1,000 53.15 (3) D  
Non-Qualified Stock Option (right to buy)   (1) 08/26/2021 Common Stock 5,600 67.75 D  
Restricted Stock Units   (4)   (4) Common Stock 289,740 (5) D  
Explanation of Responses:
1. These stock options are fully vested and exercisable.
2. The exercise price is based on a CAD exercise price of 16.25 at an exchange rate of 0.7933.
3. The exercise price is based on a CAD exercise price of 67.00 at an exchange rate of 0.7933.
4. These RSUs represent two awards. The underlying shares and vesting schedules are as follows: (i) 2,240 shares which vest on 2-1-18; and (ii) 287,500 shares which vest in six bi-annual installments beginning on 6-18-18.
5. Each restricted stock unit represents a contingent right to receive one share of Sphere 3D Corp. common stock.
Remarks:
Sphere 3D Corp. is no longer a foreign private issuer as of June 30, 2017. The reporting person is filing this Form 3 on or before January 1, 2018 per SEC Corp. Fin. Compliance and Disclosure
Interpretation 101.02 [Aug. 11, 2010] under Section 16 (General Guidance).
By: Denise Garrett For: Eric Kelly 12/29/2017
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Power of Attorney. The undersigned hereby constitutes
and appoints Kurt Kalbfleisch, Jenny Yeh and
Denise Garrett with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities
and Exchange Commission (the SEC) a Form ID, including
amendments thereto, and any other documents necessary
or appropriate to obtain codes and passwords enabling
the undersigned to make electronic filings with the SEC
of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the
SEC;
(2) execute for and on behalf of the undersigned,
in the undersigned's capacity as
an officer and/or director of Sphere 3D Corp.
(the Company), Forms 3, 4,
and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934
and the rules thereunder;
(3) do and perform any and all acts for and on
behalf of the undersigned which
may be necessary or desirable to complete
and execute any such Form 3, 4, or 5,
complete and execute any amendment or
amendments thereto, and timely file such
forms with the SEC and any stock exchange
or similar authority; and
(4) take any other action of any type
whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best
interest of, or legally required by, the
undersigned, it being understood that the
documents executed by such attorney-in-fact on
behalf of the undersigned pursuant
to this Power of Attorney shall be in such form
and shall contain such terms and
conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
The undersigned hereby grants to such
attorney-in-fact full power and authority
to do and perform any and every act and thing
whatsoever requisite, necessary,
or proper to be done in the exercise of any of
the rights and powers herein
granted, as fully to all intents and purposes
as the undersigned might or
could do if personally present, with
full power of substitution or revocation,
hereby ratifying and confirming all that
such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by
virtue of this power of attorney and the rights
and powers herein granted. The undersigned
acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity
at the request of the
undersigned, are not assuming, nor is the
Company assuming, any of
the undersigned's responsibilities
to comply with Section 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain in
full force and effect until the undersigned
is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's
holdings of and transactions
in securities issued by the Company,
unless earlier revoked by the
undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has
caused this Power of
Attorney to be executed as of this 12th day
of December, 2017.
Signature:  /s/Eric Kelly
Print Name: Eric Kelly

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