| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/12/2013 |
3. Issuer Name and Ticker or Trading Symbol
OVERLAND STORAGE INC [ OVRL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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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 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 | ||||
| Convertible Promissory Notes | (1) | 02/13/2017 | Common Stock | 7,352,200(2)(3)(4) | $1.3 | I | See Footnote(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Convertible Promissory Notes (the "Notes) are convertible at any time (subject to certain limitations on conversion as set forth in the Note Purchase Ageement dated February 12, 2013 by and between the Issuer and certain of the Reporting Persons). |
| 2. Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities") directly owns Notes in the principal amount of $6,432,000. CRS Master Fund, L.P. ("CRS") directly owns Notes in the principal amount of $2,088,000. Crescent I, L.P. ("Crescent") directly owns Notes in the principal amount of $2,412,000. Cyrus Select Opportunities Master Fund, Ltd. ("Cyrus Select") directly owns Notes in the principal amount of $1,068,000. The 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 Notes being converted divided by $1.30 (subject to certain limitations and adjustments set forth in the Note Purchase Agreement). |
| 3. The terms of the Note Purchase Agreement provide that the number of shares of Common Stock issuable upon conversion of the Notes shall be limited to the extent necessary to ensure that, following such conversion, the total number of shares of Common Stock beneficially owned by the Reporting Persons will not exceed 19.99% of the total number of the then issued and outstanding shares of Common Stock (including for such purposes the shares of Common Stock issuable upon conversion). |
| 4. The 7,352,200 shares of Common Stock reported herein represent 19.99% shares of of the Issuer's Common Stock based upon 28,406,782 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 13, 2013, and taking into account the 1,020,409 shares of Common Stock issued by the Issuer pursuant to the subscription agreement as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 14, 2013 and the shares of Common Stock issuable upon conversion of the Notes (subject to the limitations set forth in the Note Purchase Agreement). |
| 5. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Capital Partners GP, L.L.C. ("Cyrus GP") , Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Capital Advisors, L.L.C. ("Cyrus Advisors") and Stephen C. Freidheim (each of Cyrus, Cyrus GP, Cyrus Opportunities, CRS, Crescent, Cyrus Select, Cyrus Advisors and Mr. Freidheim, collectively the "Reporting Persons"). Each of Cyrus Opportunities, CRS, Crescent and Cyrus Select are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is the investment manager of each of these private investment funds. Cyrus GP is the general partner of Cyrus. Mr. Friedheim is the managing member of Cyrus GP and Cyrus Advisors and is the Chief Investment Officer of Cyrus. |
| 6. Pursaunt 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. |
| Remarks: |
| /s/ Stephen C. Freidheim, Managing Member of Cyrus Capital Partners GP, L.L.C., its general partner | 02/22/2013 | |
| /s/ Stephen C. Freidheim, Managing Member | 02/22/2013 | |
| /s/ Stephen C. Freidheim | 02/22/2013 | |
| /s/ Stephen C. Freidheim, Managing Member of Cyrus Capital Advisors, L.L.C., its general partner | 02/22/2013 | |
| /s/ Stephen C. Freidheim, Authorized Signatory | 02/22/2013 | |
| /s/ Stephen C. Freidheim, Managing Member of Cyrus Capital Advisors, L.L.C., its general partner | 02/22/2013 | |
| /s/ Stephen C. Freidheim, Authorized Signatory | 02/22/2013 | |
| /s/ Stephen C. Freidheim, Managing Member | 02/22/2013 | |
| ** 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 5 (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. | ||