SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
OVERLAND STORAGE, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
690310206
(CUSIP Number)
June 3, 2014
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this
Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
C
usip
No. 690310206
|
|
1.
|
N
ames
of Reporting Persons
|
|
|
|
Pinetree Income Partnership
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
3.
|
SEC U
se
O
nly
|
|
|
|
|
4.
|
C
itizenship
or
P
lace
of
O
rganization
|
|
|
|
Ontario, Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
5.
|
Sole Voting Power
|
|
|
|
0
|
6.
|
Shared Voting Power
|
|
|
|
600,702
|
7.
|
Sole Dispositive Power
|
|
|
|
0
|
8.
|
Shared Dispositive Power
|
|
|
|
600,702
|
9.
|
Aggregate Amount Beneficially Owned by each Reporting Person
|
|
|
|
600,702
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
3.4%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
C
usip
No. 690310206
|
|
1.
|
N
ames
of Reporting Persons
|
|
|
|
Pinetree Capital Investment Corp.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
3.
|
SEC U
se
O
nly
|
|
|
|
|
4.
|
C
itizenship
or
P
lace
of
O
rganization
|
|
|
|
Ontario, Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
5.
|
Sole Voting Power
|
|
|
|
0
|
6.
|
Shared Voting Power
|
|
|
|
600,702
|
7.
|
Sole Dispositive Power
|
|
|
|
0
|
8.
|
Shared Dispositive Power
|
|
|
|
600,702
|
9.
|
Aggregate Amount Beneficially Owned by each Reporting Person
|
|
|
|
600,702
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
3.4%
|
13.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
C
usip
No. 690310206
|
|
1.
|
N
ames
of Reporting Persons
|
|
|
|
Emerald Capital Corp.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
3.
|
SEC U
se
O
nly
|
|
|
|
|
4.
|
C
itizenship
or
P
lace
of
O
rganization
|
|
|
|
Alberta, Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
5.
|
Sole Voting Power
|
|
|
|
0
|
6.
|
Shared Voting Power
|
|
|
|
600,702
|
7.
|
Sole Dispositive Power
|
|
|
|
0
|
8.
|
Shared Dispositive Power
|
|
|
|
600,702
|
9.
|
Aggregate Amount Beneficially Owned by each Reporting Person
|
|
|
|
600,702
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
3.4%
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
C
usip
No. 690310206
|
|
1.
|
N
ames
of Reporting Persons
|
|
|
|
Pinetree Capital Ltd.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
3.
|
SEC U
se
O
nly
|
|
|
|
|
4.
|
C
itizenship
or
P
lace
of
O
rganization
|
|
|
|
Ontario, Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
5.
|
Sole Voting Power
|
|
|
|
0
|
6.
|
Shared Voting Power
|
|
|
|
600,702
|
7.
|
Sole Dispositive Power
|
|
|
|
0
|
8.
|
Shared Dispositive Power
|
|
|
|
600,702
|
9.
|
Aggregate Amount Beneficially Owned by each Reporting Person
|
|
|
|
600,702
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
3.4%
|
15.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
C
usip
No. 690310206
|
|
1.
|
N
ames
of Reporting Persons
|
|
|
|
Sheldon Inwentash
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
3.
|
SEC U
se
O
nly
|
|
|
|
|
4.
|
C
itizenship
or
P
lace
of
O
rganization
|
|
|
|
Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
5.
|
Sole Voting Power
|
|
|
|
315,000
|
6.
|
Shared Voting Power
|
|
|
|
915,702
|
7.
|
Sole Dispositive Power
|
|
|
|
315,000
|
8.
|
Shared Dispositive Power
|
|
|
|
915,702
|
9.
|
Aggregate Amount Beneficially Owned by each Reporting Person
|
|
|
|
915,702
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
5.2%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
|
Item 1(a). Name of Issuer:
Overland Storage, Inc.
Item 1(b). Address of Issuer’s Principal Executive
Offices:
9112 Spectrum Center Boulevard
San Diego, California 92123
Item 2(a). Name of Person(s) Filing:
Pinetree Income Partnership
Pinetree Capital Investment Corp.
Emerald Capital Corp.
Pinetree Capital Ltd.
Sheldon Inwentash
Item 2(b). Address of Principal Business Office, or if None,
Residence:
The address of the principal business office of each of Pinetree
Income Partnership (“PIP”), Pinetree Capital Investment Corp. (“PCIC”), Emerald Capital Corp. (“Emerald”)
and Pinetree Capital Ltd. (“Pinetree”) is 130 King St. West, Suite 2500, Toronto, Ontario, Canada M5X 2A2.
The address of the principal business office of Sheldon Inwentash
(“Inwentash”) is 130 King Street West, Suite 2500, Toronto, Ontario Canada M5X 2A2.
Item 2(c). Citizenship:
PIP is a partnership organized under the laws of Ontario, Canada.
PCIC is a corporation organized under the laws of Ontario, Canada.
Emerald is a corporation organized under the laws of Alberta,
Canada.
Pinetree is a corporation organized under the laws of Ontario,
Canada.
Inwentash is a Canadian citizen.
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number:
690310206
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or Rule 13d-2(b) or (c), check whether the person filing is a
:
|
(a)
|
¨
Broker
or dealer registered under section 15 of the Act.
|
|
(b)
|
¨
Bank
as defined in section 3(a)(6) of the Act.
|
|
(c)
|
¨
Insurance
company as defined in section 3(a)(19) of the Act.
|
|
(d)
|
¨
Investment
company registered under section 8 of the Investment Company Act of 1940.
|
|
(e)
|
¨
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
¨
A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________________.
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
As of the date of this filing, PIP beneficially owns
an aggregate of 600,702 shares of Common Stock of the Issuer (the “PIP Shares”).
By virtue of PIP’s direct ownership of the PIP
Shares and PCIC’s and Emerald’s collective ownership and control of PIP, and Pinetree’s ownership of PCIC and
Emerald; PCIC, Emerald, and Pinetree may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition
of the PIP Shares.
As of the date hereof, Inwentash is deemed to beneficially
own an aggregate of 915,702 shares of Common Stock. This amount includes the PIP Shares and 315,000 shares of Common Stock that
Inwentash owns directly (the “Inwentash Shares”). Inwentash has sole power to direct the vote and to direct the disposition
of the Inwentash Shares. By virtue of his position as Chief Executive Officer of Pinetree, Inwentash may be deemed to have shared
power to vote the PIP Shares.
Each of PCIC, Emerald, Pinetree and Inwentash disclaims
beneficial ownership of the PIP Shares.
The PIP Shares represent approximately 3.4% of the
Issuer’s Common Stock, based on 17,506,003 issued and outstanding shares of Common Stock of the Issuer as of May 7, 2014.
The PIP Shares and the Inwentash Shares together represent
approximately 5.2% of the Issuer’s Common Stock, based on 17,506,003 issued and outstanding shares of Common Stock of the
Issuer as of May 7, 2014.
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote:
|
|
PIP:
|
0
|
|
PCIC:
|
0
|
|
Emerald:
|
0
|
|
Pinetree:
|
0
|
|
Inwentash
|
315,000
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
PIP:
|
600,702
|
|
PCIC:
|
600,702
|
|
Emerald:
|
600,702
|
|
Pinetree:
|
600,702
|
|
Inwentash
|
600,702
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
PIP:
|
0
|
|
PCIC:
|
0
|
|
Emerald:
|
0
|
|
Pinetree:
|
0
|
|
Inwentash
|
315,000
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
PIP:
|
600,702
|
|
PCIC:
|
600,702
|
|
Emerald:
|
600,702
|
|
Pinetree:
|
600,702
|
|
Inwentash
|
600,702
|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
¨
.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not Applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
.
|
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
|
(c)
|
The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(c):
|
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
June 13, 2014
|
|
(Date)
|
|
|
|
|
PINETREE INCOME PARTNERSHIP
|
|
|
|
|
By:
|
/s/ Gerry Feldman
|
|
Name: Gerry Feldman
|
|
Title: Authorized Signing Officer*
|
|
|
|
|
PINETREE CAPITAL INVESTMENT CORP.
|
|
|
|
|
By:
|
/s/ Gerry Feldman
|
|
Name: Gerry Feldman
|
|
Title: Chief Financial Officer
|
|
|
|
|
EMERALD CAPITAL CORP.
|
|
|
|
|
By:
|
/s/ Sheldon Inwentash
|
|
Name: Sheldon Inwentash
|
|
Title: President
|
|
|
|
|
PINETREE CAPITAL LTD.
|
|
|
|
|
By:
|
/s/ Gerry Feldman
|
|
Name: Gerry Feldman
|
|
Title: VP Corporate Development and Chief
Financial Officer
|
|
|
|
|
/s/ Sheldon Inwentash
|
|
Sheldon Inwentash
|
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties for whom copies are to be
sent.
Attention. Intentional misstatements or
omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
* See Exhibit 2
Exhibit 1
Joint Filing Agreement
Joint Filing Agreement, dated as of June 13,
2014, by and among Pinetree Income Partnership, Pinetree Capital Investment Corp., Emerald Capital Corp., Pinetree Capital Ltd.
and Sheldon Inwentash (collectively, the “Parties”).
Each of the Parties hereto represents to
the other Parties that it is eligible to use Schedule 13G to report its beneficial interest in shares of common stock, no par value,
of Overland Storage, Inc. (“Schedule 13G”) and it will file the Schedule 13G on behalf of itself.
Each of the Parties agrees to be responsible
for the timely filing of the Schedule 13G and any and all amendments thereto and for the completeness and accuracy of the information
concerning itself contained in the Schedule 13G, but not for the completeness or accuracy of the information concerning the other
Parties except to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.
|
PINETREE INCOME PARTNERSHIP
|
|
|
|
|
By:
|
/s/ Gerry Feldman
|
|
Name: Gerry Feldman
|
|
Title: Authorized Signing Officer
|
|
|
|
|
PINETREE CAPITAL INVESTMENT CORP.
|
|
|
|
|
By:
|
/s/ Gerry Feldman
|
|
Name: Gerry Feldman
|
|
Title: Chief Financial Officer
|
|
|
|
|
EMERALD CAPITAL CORP.
|
|
|
|
|
By:
|
/s/ Sheldon Inwentash
|
|
Name: Sheldon Inwentash
|
|
Title: President
|
|
|
|
|
PINETREE CAPITAL LTD.
|
|
|
|
|
By:
|
/s/ Gerry Feldman
|
|
Name: Gerry Feldman
|
|
Title: VP Corporate Development and Chief
Financial Officer
|
|
|
|
|
/s/ Sheldon Inwentash
|
|
Sheldon Inwentash
|
Exhibit 2
RESOLUTION(S) OF THE PARTNERS
OF
PINETREE INCOME PARTNERSHIP (the “Partnership”)
BE IT RESOLVED
that Gerry Feldman be and he is hereby
authorized and empowered on behalf of the Partnership to accept and convey, assign, transfer or otherwise dispose of all or any
shares, stocks, bonds, debentures, or debenture stock and other securities of every description now or hereafter registered in
the name of the Partnership or held or owned by the Partnership and to make, sign and execute on behalf of the Partnership all
and any instruments of acceptance, assignment and transfer and other documents whenever necessary or proper to effectuate the same
with full power to appoint in their place and stead any attorney or attorneys with full power of substitution therein, and that
any and all instruments of acceptance, assignment and transfer and other documents in connection therewith and heretofore signed
and executed on behalf of the Partnership in accordance with the authority set out above are hereby ratified and confirmed.
THE UNDERSIGNED,
being all the partners of the Partnership,
hereby sign the foregoing resolution.
DATED
as of the 13
th
day of June, 2014.
PINETREE CAPITAL INVESTMENT CORP.
|
|
|
|
|
Per:
|
/s/ Sheldon Inwentash
|
|
|
Sheldon Inwentash
|
|
|
Director
|
|
|
|
|
EMERALD CAPITAL CORP.
|
|
|
|
|
Per:
|
/s/ Sheldon Inwentash
|
|
|
Sheldon Inwentash
|
|
|
Director
|
|
Grafico Azioni Overland Storage (NASDAQ:OVRL)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Overland Storage (NASDAQ:OVRL)
Storico
Da Lug 2023 a Lug 2024