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   Sphere 3D Corporation.: CORRESP - Filed by newsfilecorp.com

April 25, 2016

VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:
    Barbara Jacobs, Assistant Director

    Mark P. Shuman, Branch Chief -
      Legal Office of Information Technologies and Services

    Ji Shin, Legal Office of
      Information Technologies and Services

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-210735)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on April 26, 2016, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

      •

      should the Securities and Exchange Commission (the
      “Commission”) or the staff, acting pursuant to delegated authority,
      declare the filing of the Registration Statement effective, it does not
      foreclose the Commission from taking any action with respect to the
      filing;

      •

      the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Registrant from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

      •

      the Registrant may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

Very truly yours,

SPHERE 3D CORP.

    By:
    /s/
      Eric L. Kelly

    Name: Eric L. Kelly

    Title:   Chief Executive Officer

    cc:

      Eric Sibbitt, Esq., O’Melveny & Myers LLP

    Paul Sieben, Esq., O’Melveny & Myers
  LLP