| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OVERLAND STORAGE INC [ OVRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 01/21/2014 | A(1) | 47,152,630 | A | (1) | 47,152,630 | I | See Footnotes(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Convertible Promissory Notes | $1 | 01/16/2014 | P | $2,000,000(5) | (6) | 01/21/2018 | Common Stock | 2,000,000(5) | $1 | 2,000,000(7) | I | see Footnotes(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The 47,152,630 shares of the Issuer's Common Stock were received in exchange for all of the capital stock of Tandberg Data Holdings S. a r.l., a Luxembourg private limited liability company ("Tandberg"). On January 21, 2014, the acquisition of the capital stock of Tandberg by the Issuer was consumated and the closing price of the Issuer's Common Stock was $1.04 per share. |
| 2. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), FBC Holdings, S.a r.l. ("FBC"), Cyrus Capital Partners GP, L.L.C. ("Cyrus GP"), Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities"), CRS Master Fund, L.P. ("CRS"), Crescent 1, L.P. ("Crescent"), Cyrus Select Opportunities Master Fund, Ltd, ("Cyrus Select"), Cyrus Capital Advisors, L.L.C. ("Cyrus Advisors") and Stephen C. Freidham (each of Cyrus, FBC, Cyrus GP, Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Advisors and Mr. Freidheim, collectively the "Reporting Persons"). FBC, which serves as a special purpose vehicle for making investments, is a wholly owned subsidiary of Cyrus Opportunities, CRS, Crescent, Cyrus Select and Cyrus Europe Master Fund, Ltd., each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. |
| 3. Cyrus is the manager of FBC and the investment manager of each private fund holding an interest in FBC. Cyrus GP is the general partner of Cyrus. Cyrus Advisors is the general partner of Crescent and CRS. Mr. Freidheim is the manager of Cyrus GP and Cyrus GP is the managing member of Cyrus Advisors. Mr. Freidheim is also the Chief Investment Officer of Cyrus. |
| 4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Reporting Person was, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities of the Issuer held by the Reporting Persons, and such beneficial ownership was and is expressly disclaimed by the Reporting Persons except to the extent of their pecuniary interest. |
| 5. Pursuant to the Note Purchase Agreement dated February 12, 2013 by and between the Issuer and certain of the Reporting Persons, as amended pursuant to the Restated Note Purchase Agreement dated as of November 1, 2013 (the "Restated NPA"), certain of the Reporting Persons became obligated to acquire an aggregate of $2,000,000 of additional notes as of January 16, 2014 (the "New Notes") in the following amounts: Cyrus Opportunities - $1,152,000; CRS - $332,000; Crescent 1 - $366,000; and Cyrus Select - $150,000. The New Notes are convertible, in whole or in part, by the holder into a number of shares of Common Stock equal to the principal amount of the New Notes being converted divided by $1.00 (subject to certain adjustments set forth in the Restated NPA). |
| 6. The New Notes are convertible into Common Stock at any time as set forth in the Restated NPA. |
| 7. As previously reported, cetain of the Reporting Persons also hold New Notes with an expiration date of November 8, 2017 in the following amounts: Cyrus Opportunities - $1,728,000; CRS - $498,000; Crescent - $549,000; and Cyrus Select - $225,000. In additon, these same Reporting Persons also hold New Notes with an expiration date of December 19, 2017 in the following amounts: Cyrus Opportunities - $1,152,000; CRS - $332,000; Crescent - $366,000; and Cyrus Select - $150,000. |
| Remarks: |
| /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L. C., the general partner of Cyrus Capital Partners, L.P. | 01/21/2014 | |
| /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C. | 01/21/2014 | |
| /s/Stephen C. Freidheim, individually | 01/21/2014 | |
| /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing menber of Cyrus Capital Advisors, L.L.C., the general partner of Crescent 1, L.P. and CRS Master Fund, L.P. | 01/21/2014 | |
| /s/Stephen C. Freidheim, Authorized Signatory of Cyrus Select Opportunities Master Fund, Ltd. and Cyrus Opportunities Master Fund II, Ltd. | 01/21/2014 | |
| /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, L.L.C., the managing menber of Cyrus Capital Advisors, L.L.C. | 01/21/2014 | |
| /s/Stephen C. Freidheim, Manager of Cyrus Capital Partners GP, LLC, the general partner of Cyrus Capital Partners, L.P., the investment manager of FBC Holdings S.a r.l.'s shareholders | 01/21/2014 | |
| ** 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. | ||