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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Hoff Nils 		2. Issuer Name and Ticker or Trading Symbol

OVERLAND STORAGE INC [ OVRL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

9112 SPECTRUM CENTER BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2014
(Street)

SAN DIEGO, CA 92123
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 12/1/2014     D    30000.0   (2) D   (1) 30000   D    
Common Stock   12/1/2014     D    30000.0   (3) D $0.0   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  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 ("Acquirer") and S3D Acquisition Company (the "Merger Agreement") in exchange for 0.46385 shares of Acquirer for each one share of issuer (the "Exchange Ratio"). The Market Value of Acquirer's stock on December 1, 2014 was $7.71.
( 2)  This number of shares includes 15,000 unvested restricted stock units, each of which represents the right to receive one share of the issuer's common stock. Pursuant to the Merger Agreement, these restricted stock units will be assumed by the Acquirer and converted into the right to receive shares of Acquirer common stock as adjusted by the Exchange Ratio. The current vesting and other terms of the award continue in effect.
( 3)  These shares represent unvested restricted stock units, each of which represents the right to receive one share of the issuer's common stock. The reporting person's service to the issuer terminates effective upon closing of the merger. Upon termination of service to the issuer, unvested restricted stock units are forfeited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hoff Nils
9112 SPECTRUM CENTER BLVD
SAN DIEGO, CA 92123 		X



Signatures
By: Denise Garrett For: Nils Hoff 12/3/2014
** 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 control number.
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