Statement of Changes in Beneficial Ownership (4)
30 Dezember 2014 - 10:41PM
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
*
MARXE AUSTIN W & GREENHOUSE DAVID M
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2. Issuer Name
and
Ticker or Trading Symbol
OVERLAND STORAGE INC
[
12/1/2014
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SPECIAL SITUATIONS FUNDS, 527 MADISON AVENUE, SUITE 2600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2014
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(Street)
NEW YORK, NY 10022
(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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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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Warrants
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$8.132
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12/1/2014
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U
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1443373
(1)
(2)
(3)
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2/19/2010
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2/22/2015
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Common Stock
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0
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$0
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0
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I
(1)
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By Limited Partnerships
(1)
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Explanation of Responses:
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(
1)
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This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, LP (Tech) & Special Situations Technology II, Fund, L.P. (Tech II), respectively. 0 warrants are held by QP, 0 Warrants are held by PE, 0 Warrants are held by Tech & 0 Warrants are held by Tech II. The interest of Marxe and Greenhouse in the shares of Warrants owned by QP, PE, Tech, and Tech II is limited to the extent of his pecuniary interest.
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(
2)
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The Warrants described herein reflect a one-for-five (1-for-5) reverse stock split of the Issuer's common stock, effective April 9, 2014.
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(
3)
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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 and S3D Acquisition Company. On December 1, 2014, the Issuer completed the merger.
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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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MARXE AUSTIN W & GREENHOUSE DAVID M
C/O SPECIAL SITUATIONS FUNDS
527 MADISON AVENUE, SUITE 2600
NEW YORK, NY 10022
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X
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Signatures
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Austin W. Marxe
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12/30/2014
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**
Signature of Reporting Person
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Date
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David M. Greenhouse
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12/30/2014
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**
Signature of Reporting Person
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Date
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Adam C. Stettner
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12/30/2014
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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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