Statement of Changes in Beneficial Ownership (4)
December 03 2014 - 4:09PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Kalbfleisch Kurt L.
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2. Issuer Name
and
Ticker or Trading Symbol
OVERLAND STORAGE INC
[
OVRL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President and CFO
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(Last)
(First)
(Middle)
9112 SPECTRUM CENTER BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/26/2014
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(Street)
SAN DIEGO, CA 92123
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/26/2014
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S
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10000.0
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D
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$3.65
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321072
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D
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Common Stock
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12/1/2014
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S
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5000.0
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D
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$3.72
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316072
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D
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Common Stock
(1)
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12/1/2014
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D
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316072.0
(2)
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option (right to buy)
(3)
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$120.45
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12/1/2014
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D
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66.0
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(3)
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5/22/2016
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Common Stock
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66
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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This transaction reflects the disposition of shares of the issuer's common stock pursuant to the Agreement and Plan of Merger, dated as of May 15, 2014, by and among the issuer, Sphere 3D Corporation ("Acquirer") and S3D Acquisition Company (the "Merger Agreement") in exchange for 0.46385 shares of Acquirer for each one share of issuer (the "Exchange Ratio"). The Market Value of Acquirer's stock on December 1, 2014 was $7.71.
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(
2)
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This number of shares includes 233,333 restricted stock units, each of which represents the right to receive one share of the issuer's common stock. Pursuant to the Merger Agreement, these restricted stock units will be assumed by the Acquirer and converted into the right to receive shares of Acquirer common stock as adjusted by the Exchange Ratio. The current vesting and other terms of the award continue in effect.
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(
3)
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This option, which is fully vested and exercisable, was assumed by the Acquirer and will be replaced with an option to purchase shares of Acquirer common stock. Both the number of shares under the option and the exercise price will be adjusted by the Exchange Ratio. The current vesting and other terms of the award continue in effect.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kalbfleisch Kurt L.
9112 SPECTRUM CENTER BLVD
SAN DIEGO, CA 92123
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Senior Vice President and CFO
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Signatures
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By: Denise Garrett For: Kurt L. Kalbfleisch
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12/3/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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