<SEC-DOCUMENT>0001209191-17-067256.txt : 20171226
<SEC-HEADER>0001209191-17-067256.hdr.sgml : 20171226
<ACCEPTANCE-DATETIME>20171226172626
ACCESSION NUMBER:		0001209191-17-067256
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20170630
FILED AS OF DATE:		20171226
DATE AS OF CHANGE:		20171226

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MACFARLANE VICTOR B
		CENTRAL INDEX KEY:			0001191852

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36532
		FILM NUMBER:		171274943

	MAIL ADDRESS:	
		STREET 1:		151 EXECUTIVE PARK BLVD
		STREET 2:		BUILDING 2
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94134

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MacFarlane Thaderine D.
		CENTRAL INDEX KEY:			0001725789

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36532
		FILM NUMBER:		171274942

	MAIL ADDRESS:	
		STREET 1:		C/O MF VENTURES, LLC
		STREET 2:		201 SPEAR STREET, 14TH FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MF Ventures, LLC
		CENTRAL INDEX KEY:			0001660397
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36532
		FILM NUMBER:		171274944

	BUSINESS ADDRESS:	
		STREET 1:		201 SPEAR STREET, 14TH FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105
		BUSINESS PHONE:		415-356-2500

	MAIL ADDRESS:	
		STREET 1:		201 SPEAR STREET, 14TH FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105

	FORMER NAME:	
		FORMER CONFORMED NAME:	MacFarlane Family Ventures, LLC
		DATE OF NAME CHANGE:	20151209

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sphere 3D Corp
		CENTRAL INDEX KEY:			0001591956
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		240 MATHESON BLVD. EAST
		CITY:			MISSISSAUGA
		STATE:			A6
		ZIP:			L4Z 1X1
		BUSINESS PHONE:		416-749-5999

	MAIL ADDRESS:	
		STREET 1:		240 MATHESON BLVD. EAST
		CITY:			MISSISSAUGA
		STATE:			A6
		ZIP:			L4Z 1X1
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2017-06-30</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001591956</issuerCik>
        <issuerName>Sphere 3D Corp</issuerName>
        <issuerTradingSymbol>ANY</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001660397</rptOwnerCik>
            <rptOwnerName>MF Ventures, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>201 SPEAR STREET, 14TH FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94105</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001191852</rptOwnerCik>
            <rptOwnerName>MACFARLANE VICTOR B</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O MF VENTURES, LLC</rptOwnerStreet1>
            <rptOwnerStreet2>201 SPEAR STREET, 14TH FLOOR</rptOwnerStreet2>
            <rptOwnerCity>SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94105</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001725789</rptOwnerCik>
            <rptOwnerName>MacFarlane Thaderine D.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O MF VENTURES, LLC</rptOwnerStreet1>
            <rptOwnerStreet2>201 SPEAR STREET, 14TH FLOOR</rptOwnerStreet2>
            <rptOwnerCity>SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94105</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Shares</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>1994570</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F1"/>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Victor B. MacFarlane and Thaderine D. MacFarlane are controlling members of MF Ventures, LLC and may be deemed to share and have indirect beneficial ownership over, and share indirect pecuniary interest in,1,994,570 shares held directly by MF Ventures, LLC.</footnote>
    </footnotes>

    <remarks>Sphere 3D Corp. is no longer a foreign private issuer as of June 30, 2017. The reporting persons are 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).

Exhibit List:
Exhibit 24.1: Power of Attorney executed by Victor B. MacFarlane
Exhibit 24.2: Power of Attorney executed by Thaderine D. MacFarlane
Exhibit 24.3: Power of Attorney executed by MF Ventures, LLC</remarks>

    <ownerSignature>
        <signatureName>/s/ Victor B. MacFarlane, Manager of MF Ventures, LLC</signatureName>
        <signatureDate>2017-12-26</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Victor B. MacFarlane</signatureName>
        <signatureDate>2017-12-26</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Thaderine D. MacFarlane</signatureName>
        <signatureDate>2017-12-26</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24.1

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Thaderine D. MacFarlane and
Katharine Ryan-Weiss,
each of them, the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as
a person who beneficially holds more than 10% of the common shares of Sphere 3D
Corp.
(the "Company"), forms 3, Forms 4 and Forms 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;

(2)	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 Forms 3, Forms 4 or Forms 5 and
timely file any
such forms with the U.S. Securities and Exchange Commission and any other
authority; and

(3)	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 the undersigned's
discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever required, 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 pursuant to
this Power of Attorney.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file Forms 3, Forms 4 and Forms 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 attorneys-in-fact.

The undersigned has caused this Power of Attorney to be executed as of this 26th
day of December, 2017.


/s/ Victor B. MacFarlane
Signature
Victor B. MacFarlane
Print Name






</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>attachment2.htm
<DESCRIPTION>EX-24.2 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24.2

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Victor B. MacFarlane and
Katharine Ryan-Weiss,
each of them, the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as
a person who beneficially holds more than 10% of the common shares of Sphere 3D
Corp.
(the "Company"), forms 3, Forms 4 and Forms 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;

(2)	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 Forms 3, Forms 4 or Forms 5 and
timely file any
such forms with the U.S. Securities and Exchange Commission and any other
authority; and

(3)	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 the undersigned's
discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever required, 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 pursuant to
this Power of Attorney.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file Forms 3, Forms 4 and Forms 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 attorneys-in-fact.

The undersigned has caused this Power of Attorney to be executed as of this 26th
day of December, 2017.


/s/ Thaderine D. MacFarlane
Signature
Thaderine D. MacFarlane
Print Name






</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3
<SEQUENCE>4
<FILENAME>attachment3.htm
<DESCRIPTION>EX-24.3 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24.3

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Katharine Ryan-Weiss,
the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as
a person who beneficially holds more than 10% of the common shares of Sphere 3D
Corp.
(the "Company"), forms 3, Forms 4 and Forms 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;

(2)	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 Forms 3, Forms 4 or Forms 5 and
timely file any
such forms with the U.S. Securities and Exchange Commission and any other
authority; and

(3)	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 the undersigned's
discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever required, 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 pursuant to
this Power of Attorney.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file Forms 3, Forms 4 and Forms 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 attorneys-in-fact.

The undersigned has caused this Power of Attorney to be executed as of this 26th
day of December, 2017.

MF Ventures, LLC

By: /s/ Victor B. MacFarlane
Name: Victor B. MacFarlane
Title: Manager






</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
