Amendment #3 to Schedule 13D/A

SC 13D/A 1 d628262dsc13da.htm AMENDMENT #3 TO SCHEDULE 13D/A Amendment #3 to Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)^*

OVERLAND STORAGE, INC.

(Name of Issuer)

COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class of Securities)

690310206

(CUSIP number)

Jennifer M. Pulick

Chief Compliance Officer

Cyrus Capital Partners, L.P.

399 Park Avenue, 39th Floor

New York, New York 10022

(212) 380-5821

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 8, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

(Continued on the following pages)

(Page 1 of 26 Pages)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Schedule 13D/A


CUSIP No. 690310206		Page 2 of 26


1.	NAMES OF REPORTING PERSONS Cyrus Capital Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 7,945,500¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 7,945,500¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,945,500¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.99%¹
14.	TYPE OF REPORTING PERSON PN

On February 12, 2013, the Cyrus Funds (as defined herein) entered into a Note Purchase Agreement with the Issuer (the “NPA”) and certain other purchasers. The NPA provided for the agreement by the Cyrus Funds to acquire convertible promissory notes (the “Original Notes”) of the Issuer in the aggregate original principal amount of $12,000,000 in exchange for the payment of the purchase price by the Cyrus Funds in an equivalent amount. The Original Notes are convertible, in whole or part, into a number of shares of Common Stock of the Issuer equal to the principal amount of the Original Notes being converted divided by $1.30. On November 1, 2013, the Cyrus Funds entered into an Amended and Restated Note Purchase Agreement with the Issuer (the “Restated NPA”) and certain other purchasers. The Restated NPA provides for the agreement by the Cyrus Funds to acquire additional convertible promissory notes (the “New Notes” and, collectively with the Original Notes, the “Notes”) of the Issuer in the aggregate original principal amount of $7,000,000, subject to certain conditions as set forth in the Restated NPA, in exchange for the payment of the purchase price by the Cyrus Funds in an equivalent amount. The New Notes are convertible, in whole or part, into a number of shares of Common Stock of the Issuer equal to the principal amount of the Notes being converted divided by $1.00. In addition, on November 1, 2013, the Issuer entered into an Acquisition Agreement (the “Acquisition Agreement”) with FBC and TDM (two of the Reporting Persons as defined herein) pursuant to which the Issuer will acquire from FBC and TDM all of the capital stock of Tandberg Data Holdings S.à r.l. (“Tandberg”), subject to the terms and conditions set forth in the Acquisition Agreement (the “Acquisition”). If the Acquisition is completed, Tandberg will become a wholly-owned subsidiary of the Issuer, and FBC and TDM (or their affiliates) will, as a result of the Acquisition, be issued shares of Common Stock representing approximately 54% of the Issuer’s fully-diluted outstanding securities (assuming no shares of Common Stock are issued after the date of the Acquisition Agreement but before the closing of the Acquisition other than upon conversion of the Original Notes as described below and the exercise of all exercisable securities of the Issuer having an exercise price of not more

Schedule 13D/A


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than $1.30 per share). Pursuant to the Restated NPA, the Cyrus Funds and the other Original Note holders agreed that, immediately upon the Issuer’s filing with the Securities and Exchange Commission (the “Commission”) of a preliminary proxy statement for the approval of the issuance of the shares issuable in the Acquisition, all of the Original Notes will automatically convert into shares of Common Stock pursuant to their existing terms and at their existing conversion price of $1.30 per share, subject to a limitation in the Restated NPA restricting the Reporting Persons, as a group, from holding more than 19.99% of the Issuer’s outstanding Common Stock immediately following such conversion. The Issuer filed such preliminary proxy statement with the Commission on November 8, 2013, causing the conversion of an aggregate of $9,472,267 of Original Notes held by certain of the Reporting Persons into 7,286,359 shares of Common Stock and requiring certain of the Reporting Persons to acquire, as of November 8, 2013, New Notes in an aggregate principal amount of $3,000,000 pursuant to the Restated NPA. Of the 7,286,359 shares of Common Stock issued upon such conversion of Original Notes, Cyrus Opportunities Master Fund II, Ltd. (“Cyrus Opportunities”) was issued 3,905,490 shares; CRS Master Fund, L.P. (“CRS”) was issued 1,267,826 shares; Crescent 1, L.P. (“Crescent”) was issued 1,464,558 shares; and Cyrus Select Opportunities Master Fund, Ltd. (“Cyrus Select”) was issued 648,485 shares. After the conversion of the Original Notes described above, Cyrus Opportunities directly owns Original Notes in the principal amount of $1,354,863; CRS directly owns Original Notes in the principal amount of $439,826; Crescent directly owns Original Notes in the principal amount of $508,075; and Cyrus Select directly owns Original Notes in the principal amount of $224,970. The purchase of the New Notes was funded on November 12, 2013. Of the New Notes that were acquired, Cyrus Opportunities directly owns New Notes in the principal amount of $1,728,000; CRS directly owns New Notes in the principal amount of $498,000; Crescent directly owns New Notes in the principal amount of $549,000; and Cyrus Select directly owns New Notes in the principal amount of $225,000. Also on November 8, 2013, certain of the Reporting Persons were issued a total of 343,527 shares of Common Stock for interest accrued on the Original Notes. Of such shares of Common Stock, Cyrus Opportunities was issued 184,131 shares; CRS was issued 59,773 shares; Crescent was issued 69,049 shares; and Cyrus Select was issued 30,574 shares. The shares issued in payment of accrued interest were issued at $0.98 per share. These shares of Common Stock were issued at the option of the Issuer in lieu of payment of interest in cash. As noted above, the terms of the Restated NPA 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 such conversion). Accordingly, the 7,945,500 shares of Common Stock reported herein by the Reporting Persons represent 19.99% of the Issuer’s Common Stock based upon 31,118,558 shares of Common Stock outstanding as of September 6, 2013, as reported in the Issuer’s Form 10-K filed with the Commission on September 18, 2013, plus 3,380 shares of restricted stock which subsequently vested and shares of Common Stock issued in payment of interest and upon conversion of a portion of the Original Notes by certain of the Reporting Person (subject to the limitations set forth in the NPA) and other purchasers of such Notes. All shares of Common Stock represent shares issued upon conversion of a portion of the Original Notes except for shares of Common Stock which were issued as payment of interest on the Original Notes in the following amounts: Cyrus Opportunities—353,301 shares of Common Stock; CRS—114,690 shares of Common Stock; Crescent—132,487 shares of Common Stock; and Cyrus Select—58,663 shares of Common Stock. After the conversion of the portion of the Original Notes described above, no more Original Notes or any New Notes may be converted into Common Stock unless such conversion is approved by the Issuer’s shareholders or the number of shares of the Issuer’s Common Stock outstanding is increased.

Schedule 13D/A


CUSIP No. 690310206		Page 4 of 26


1.	NAMES OF REPORTING PERSONS Crescent 1, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,597,045¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,597,045¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,597,045¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.02%¹
14.	TYPE OF REPORTING PERSON PN

Schedule 13D/A


CUSIP No. 690310206		Page 5 of 26

the Issuer, and FBC and TDM (or their affiliates) will, as a result of the Acquisition, be issued shares of Common Stock representing approximately 54% of the Issuer’s fully-diluted outstanding securities (assuming no shares of Common Stock are issued after the date of the Acquisition Agreement but before the closing of the Acquisition other than upon conversion of the Original Notes as described below and the exercise of all exercisable securities of the Issuer having an exercise price of not more than $1.30 per share). Pursuant to the Restated NPA, the Cyrus Funds and the other Original Note holders agreed that, immediately upon the Issuer’s filing with the Securities and Exchange Commission (the “Commission”) of a preliminary proxy statement for the approval of the issuance of the shares issuable in the Acquisition, all of the Original Notes will automatically convert into shares of Common Stock pursuant to their existing terms and at their existing conversion price of $1.30 per share, subject to a limitation in the Restated NPA restricting the Reporting Persons, as a group, from holding more than 19.99% of the Issuer’s outstanding Common Stock immediately following such conversion. The Issuer filed such preliminary proxy statement with the Commission on November 8, 2013, causing the conversion of an aggregate of $9,472,267 of Original Notes held by certain of the Reporting Persons into 7,286,359 shares of Common Stock and requiring certain of the Reporting Persons to acquire, as of November 8, 2013, New Notes in an aggregate principal amount of $3,000,000 pursuant to the Restated NPA. Of the 7,286,359 shares of Common Stock issued upon such conversion of Original Notes, Cyrus Opportunities Master Fund II, Ltd. (“Cyrus Opportunities”) was issued 3,905,490 shares; CRS Master Fund, L.P. (“CRS”) was issued 1,267,826 shares; Crescent 1, L.P. (“Crescent”) was issued 1,464,558 shares; and Cyrus Select Opportunities Master Fund, Ltd. (“Cyrus Select”) was issued 648,485 shares. After the conversion of the Original Notes described above, Cyrus Opportunities directly owns Original Notes in the principal amount of $1,354,863; CRS directly owns Original Notes in the principal amount of $439,826; Crescent directly owns Original Notes in the principal amount of $508,075; and Cyrus Select directly owns Original Notes in the principal amount of $224,970. The purchase of the New Notes was funded on November 12, 2013. Of the New Notes that were acquired, Cyrus Opportunities directly owns New Notes in the principal amount of $1,728,000; CRS directly owns New Notes in the principal amount of $498,000; Crescent directly owns New Notes in the principal amount of $549,000; and Cyrus Select directly owns New Notes in the principal amount of $225,000. Also on November 8, 2013, certain of the Reporting Persons were issued a total of 343,527 shares of Common Stock for interest accrued on the Original Notes. Of such shares of Common Stock, Cyrus Opportunities was issued 184,131 shares; CRS was issued 59,773 shares; Crescent was issued 69,049 shares; and Cyrus Select was issued 30,574 shares. The shares issued in payment of accrued interest were issued at $0.98 per share. These shares of Common Stock were issued at the option of the Issuer in lieu of payment of interest in cash. As noted above, the terms of the Restated NPA 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 such conversion). Accordingly, the 7,945,500 shares of Common Stock reported herein by the Reporting Persons represent 19.99% of the Issuer’s Common Stock based upon 31,118,558 shares of Common Stock outstanding as of September 6, 2013, as reported in the Issuer’s Form 10-K filed with the Commission on September 18, 2013, plus 3,380 shares of restricted stock which subsequently vested and shares of Common Stock issued in payment of interest and upon conversion of a portion of the Original Notes by certain of the Reporting Person (subject to the limitations set forth in the NPA) and other purchasers of such Notes. All shares of Common Stock represent shares issued upon conversion of a portion of the Original Notes except for shares of Common Stock which were issued as payment of interest on the Original Notes in the following amounts: Cyrus Opportunities—353,301 shares of Common Stock; CRS—114,690 shares of Common Stock; Crescent—132,487 shares of Common Stock; and Cyrus Select—58,663 shares of Common Stock. After the conversion of the portion of the Original Notes described above, no more Original Notes or any New Notes may be converted into Common Stock unless such conversion is approved by the Issuer’s shareholders or the number of shares of the Issuer’s Common Stock outstanding is increased.

Schedule 13D/A


CUSIP No. 690310206		Page 6 of 26


1.	NAMES OF REPORTING PERSONS CRS Master Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,382,516¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,382,516¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,382,516¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.48%¹
14.	TYPE OF REPORTING PERSON PN

Schedule 13D/A


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Schedule 13D/A


CUSIP No. 690310206		Page 8 of 26


1.	NAMES OF REPORTING PERSONS Cyrus Opportunities Master Fund II, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Island
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 4,258,791¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 4,258,791¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,258,791¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.71%¹
14.	TYPE OF REPORTING PERSON CO

Schedule 13D/A


CUSIP No. 690310206		Page 9 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 10 of 26


1.	NAMES OF REPORTING PERSONS Cyrus Select Opportunities Master Fund, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 707,148¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 707,148¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 707,148¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.78%¹
14.	TYPE OF REPORTING PERSON CO

Schedule 13D/A


CUSIP No. 690310206		Page 11 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 12 of 26


1.	NAMES OF REPORTING PERSONS Cyrus Capital Partners GP, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 7,945,500¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 7,945,500¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,945,500¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.99%¹
14.	TYPE OF REPORTING PERSON OO

Schedule 13D/A


CUSIP No. 690310206		Page 13 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 14 of 26


1.	NAMES OF REPORTING PERSONS Cyrus Capital Advisors, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,979,561¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,979,561¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,979,561¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.50%¹
14.	TYPE OF REPORTING PERSON OO

Schedule 13D/A


CUSIP No. 690310206		Page 15 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 16 of 26


1.	NAMES OF REPORTING PERSONS FBC Holdings S.á r.l.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0%¹
14.	TYPE OF REPORTING PERSON OO

Schedule 13D/A


CUSIP No. 690310206		Page 17 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 18 of 26


1.	NAMES OF REPORTING PERSONS Tandberg Data Management S.á r.l.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0%¹
14.	TYPE OF REPORTING PERSON OO

Schedule 13D/A


CUSIP No. 690310206		Page 19 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 20 of 26


1.	NAMES OF REPORTING PERSONS Stephen C. Freidheim
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 7,945,500¹
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 7,945,500¹
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,945,500¹
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.99%¹
14.	TYPE OF REPORTING PERSON IN

Schedule 13D/A


CUSIP No. 690310206		Page 21 of 26

Schedule 13D/A


CUSIP No. 690310206		Page 22 of 26

EXPLANATORY NOTE: This constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D relating to the shares of Common Stock of Overland Storage, Inc. (the “Issuer”) filed with the Commission on February 22, 2013, as subsequently amended by Amendment No. 1 on May 15, 2013 and further amended by Amendment No. 2 on November 6, 2013 (as so amended, the “Schedule 13D”) by Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus”), Crescent 1, L.P., a Delaware limited partnership (“Crescent”), CRS Master Fund, L.P., a Cayman Islands exempted limited partnership (“CRS”), Cyrus Opportunities Master Fund II, Ltd., a Cayman Islands exempted limited company (“Cyrus Opportunities”), Cyrus Select Opportunities Master Fund, Ltd., a Cayman Islands exempted limited company (“Cyrus Select”), Cyrus Capital Partners GP, L.L.C., a Delaware limited partnership (“Cyrus GP”), Cyrus Capital Advisors, L.L.C., a Delaware limited liability company (“Cyrus Advisors”), FBC Holdings S.à r.l., a Luxembourg private limited liability company (“FBC”), Tandberg Data Management S.à r.l., a Luxembourg private limited liability company (“TDM”), and Mr. Stephen C. Freidheim. Each of Cyrus Opportunities, CRS, Crescent and Cyrus Select, or collectively the Cyrus Funds, are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Only those items amended are reported herein. Capitalized terms used in this Amendment No. 3 without being defined herein have the respective meanings given to them in the Schedule 13D.

ITEM 3.

Source and Amount of Funds or Other Consideration

Item 3 of Schedule 13D is supplemented by the following:

As further discussed in Item 4 below, the Cyrus Funds acquired, as of November 8, 2013, New Notes totaling $3,000,000 pursuant to the amended and restated Note Purchase Agreement dated November 1, 2013 (the “Restated NPA”) with the Cyrus Funds and certain other note purchasers party hereto, which amended and restated the Note Purchase Agreement dated February 12, 2013 between the Issuer, the Cyrus Funds and the other note purchasers party thereto. The purchase of the New Notes was funded on November 12, 2013. The Cyrus Funds acquired New Notes in the following original principal amounts in consideration for an equivalent purchase price: Cyrus Opportunities—$1,728,000 of New Notes; Crescent—$549,000 of New Notes; CRS—$498,000 of New Notes; and Cyrus Select—$225,000 of New Notes. The New Notes are convertible 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. The Cyrus Funds used their respective fund reserves to purchase New Notes.

ITEM 4.

Purpose of Transaction

Item 4 of Schedule 13D is supplemented by the following:

Pursuant to the Restated NPA, the Cyrus Funds and the other note holders agreed that, immediately upon the Issuer’s filing with the Commission of a preliminary proxy statement for the approval of the issuance of the shares issuable in the Acquisition, all of the Original Notes previously issued in February 2013 will automatically convert into shares of Common Stock pursuant to their existing terms and at their existing conversion price of $1.30 per share, subject to a limitation prohibiting the Reporting Persons, as a group, from holding more than 19.99% of the Issuer’s outstanding Common Stock immediately following such conversion. The Issuer filed such preliminary proxy statement with the Commission on November 8, 2013, causing the conversion of an aggregate of $9,472,267 of Original Notes held by certain of the Reporting Persons into 7,286,359 shares of Common Stock and requiring certain of the Reporting Persons to acquire, as of November 8, 2013, New Notes in an aggregate principal amount of $3,000,000 pursuant to the Restated NPA. Of the 7,286,359 shares of Common Stock issued upon such conversion of Original Notes, Cyrus Opportunities was issued 3,905,490 shares; CRS was issued 1,267,826 shares; Crescent was issued 1,464,558 shares; and Cyrus Select was issued 648,485 shares. After the conversion of the Original Notes described above, Cyrus Opportunities directly owns Original Notes in the principal amount of $1,354,863; CRS directly owns Original

Schedule 13D/A


CUSIP No. 690310206		Page 23 of 26

Notes in the principal amount of $439,826; Crescent directly owns Original Notes in the principal amount of $508,075; and Cyrus Select directly owns Original Notes in the principal amount of $224,970. The purchase of the New Notes was funded on November 12, 2013. Of the New Notes that were acquired, Cyrus Opportunities directly owns New Notes in the principal amount of $1,728,000; CRS directly owns New Notes in the principal amount of $498,000; Crescent directly owns New Notes in the principal amount of $549,000; and Cyrus Select directly owns New Notes in the principal amount of $225,000. Also on November 8, 2013, certain of the Reporting Persons were issued a total of 343,527 shares of Common Stock for interest accrued on the Original Notes. Of such shares of Common Stock, Cyrus Opportunities was issued 184,131 shares; CRS was issued 59,773 shares; Crescent was issued 69,049 shares; and Cyrus Select was issued 30,574 shares. The shares issued in payment of accrued interest were issued at $0.98 per share. These shares of Common Stock were issued at the option of the Issuer in lieu of payment of interest in cash. As noted above, the terms of the Restated NPA 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 such conversion). Accordingly, the 7,945,500 shares of Common Stock reported herein represent 19.99% of the Issuer’s Common Stock based upon 31,118,558 shares of Common Stock outstanding as of September 6, 2013, as reported in the Issuer’s Form 10-K filed with the Commission on September 18, 2013, plus 3,380 shares of restricted stock which subsequently vested and shares of Common Stock issued in payment of interest and upon conversion of a portion of the Original Notes by certain of the Reporting Person (subject to the limitations set forth in the NPA) and other purchasers of such notes. All shares of Common Stock represent shares issued upon conversion of a portion of the Original Notes except for shares of Common Stock which were issued as payment of interest on the Original Notes in the following amounts: Cyrus Opportunities—353,301 shares of Common Stock; CRS—114,690 shares of Common Stock; Crescent—132,487 shares of Common Stock; and Cyrus Select—58,663 shares of Common Stock. After the conversion of the portion of the Original Notes described above, no more Original Notes or any New Notes may be converted into Common Stock unless such conversion is approved by the Issuer’s shareholders or the number of shares of the Issuer’s Common Stock outstanding is increased.

The Reporting Persons expect to independently evaluate on an ongoing basis the Issuer’s financial condition and prospects and their interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including whether various strategic transactions have occurred or may occur, the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including Common Stock, dispose of all or a portion of the securities of the Issuer, including the Common Stock, that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities. In addition, the Reporting Persons may engage in discussions with management, members of the board of directors of the Issuer, shareholders of the Issuer and other relevant parties concerning the operations, management, composition of the Issuer’s board of directors and management, ownership, capital structure, balance sheet management, strategy and future plans of the Issuer, including the possibility of proposing one of more acquisitions, business combinations, mergers, asset sales, asset purchases or other similar transactions involving the Issuer and other third parties.

Schedule 13D/A


CUSIP No. 690310206		Page 24 of 26

ITEM 5.

Interest in Securities of the Issuer

Item 5 of Schedule 13D is supplemented by the following:

(a) Pursuant to the Restated NPA, the Cyrus Funds and the other Original Note holders agreed that, immediately upon the Issuer’s filing with the Commission of a preliminary proxy statement for the approval of the issuance of the shares issuable in the Acquisition, all of the Original Notes will automatically convert into shares of Common Stock pursuant to their existing terms and at their existing conversion price of $1.30 per share, subject to a limitation in the Restated NPA restricting the Reporting Persons, as a group, from holding more than 19.99% of the Issuer’s outstanding Common Stock immediately following such conversion. The Issuer filed such preliminary proxy statement with the Commission on November 8, 2013, causing the conversion of an aggregate of $9,472,267 of Original Notes held by certain of the Reporting Persons into 7,286,359 shares of Common Stock and requiring certain of the Reporting Persons to acquire, as of November 8, 2013, New Notes in an aggregate principal amount of $3,000,000 pursuant to the Restated NPA. Of the 7,286,359 shares of Common Stock issued upon such conversion of Original Notes, Cyrus Opportunities was issued 3,905,490 shares; CRS was issued 1,267,826 shares; Crescent was issued 1,464,558 shares; and Cyrus Select was issued 648,485 shares. After the conversion of the Original Notes described above, Cyrus Opportunities directly owns Original Notes in the principal amount of $1,354,863; CRS directly owns Original Notes in the principal amount of $439,826; Crescent directly owns Original Notes in the principal amount of $508,075; and Cyrus Select directly owns Original Notes in the principal amount of $224,970. The purchase of the New Notes was funded on November 12, 2013. Of the New Notes that were acquired, Cyrus Opportunities directly owns New Notes in the principal amount of $1,728,000; CRS directly owns New Notes in the principal amount of $498,000; Crescent directly owns New Notes in the principal amount of $549,000; and Cyrus Select directly owns New Notes in the principal amount of $225,000. Also on November 8, 2013, certain of the Reporting Persons were issued a total of 343,527 shares of Common Stock for interest accrued on the Original Notes. Of such shares of Common Stock, Cyrus Opportunities was issued 184,131 shares; CRS was issued 59,773 shares; Crescent was issued 69,049 shares; and Cyrus Select was issued 30,574 shares. The shares issued in payment of accrued interest were issued at $0.98 per share. These shares of Common Stock were issued at the option of the Issuer in lieu of payment of interest in cash. As noted above, the terms of the Restated NPA 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 such conversion). Accordingly, the 7,945,500 shares of Common Stock reported herein represent 19.99% of the Issuer’s Common Stock based upon 31,118,558 shares of Common Stock outstanding as of September 6, 2013, as reported in the Issuer’s Form 10-K filed with the Commission on September 18, 2013, plus 3,380 shares of restricted stock which subsequently vested and shares of Common Stock issued in payment of interest and upon conversion of a portion of the Original Notes by certain of the Reporting Person (subject to the limitations set forth in the NPA) and other purchasers of such Notes. All shares of Common Stock represent shares issued upon conversion of a portion of the Original Notes except for shares of Common Stock which were issued as payment of interest on the Original Notes in the following amounts: Cyrus Opportunities Master Fund II, Ltd.—353,301 shares of Common Stock; CRS Master Fund, L.P.—114,690 shares of Common Stock; Crescent 1, L.P.—132,487 shares of Common Stock; and Cyrus Select Opportunities Master Fund, Ltd.—58,663 shares of Common Stock. After the conversion of the portion of the Original Notes described above, no more Original Notes or any New Notes may be converted into Common Stock unless such conversion is approved by the Issuer’s shareholders or the number of shares of the Issuer’s Common Stock outstanding is increased.

(c) Except as set forth or incorporated herein, there have been no transactions with respect to the securities of the Issuer during the sixty days prior to the date of this Schedule 13D by the Reporting Persons, or to their knowledge, by any executive officer or director of the Reporting Persons.

Schedule 13D/A


CUSIP No. 690310206		Page 25 of 26

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

EXECUTED as a sealed instrument this 13th day of November, 2013.


CYRUS CAPITAL PARTNERS, L.P.

By:		Cyrus Capital Partners GP, L.L.C., its general partner


By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager


CRESCENT 1, L.P.

By:		Cyrus Capital Advisors, L.L.C., its general partner

By:		Cyrus Capital Partners GP, L.L.C., its managing member


By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager


CRS MASTER FUND, L.P.

By:		Cyrus Capital Advisors, L.L.C., its general partner

By:		Cyrus Capital Partners GP, L.L.C., its managing member


By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized signatory


CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized signatory


CYRUS CAPITAL PARTNERS GP, L.L.C.

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager

Schedule 13D/A


CUSIP No. 690310206		Page 26 of 26


CYRUS CAPITAL ADVISORS, L.L.C.

By:		Cyrus Capital Partners GP, L.L.C., its managing member


By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager


FBC HOLDINGS S.á r.l.

By:		Cyrus Capital Partners, L.P., as investment manager of the shareholders

By:		Cyrus Capital Partners GP, L.L.C., its general partner


By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager


TANDBERG DATA MANAGEMENT, S.á r.l.

By:		Cyrus Capital Partners, L.P., as investment manager of the shareholders

By:		Cyrus Capital Partners GP, L.L.C., its general partner

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Manager


By:		/s/ Stephen C. Freidheim
		Stephen C. Freidheim, individually