SEC Form 4 · accession 0001209191-15-011593

DETERMINE, INC. · DTRM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Lloyd I Miller III

10% Owner

Period of report

Feb 6, 2015

Accepted (ET)

Feb 10, 2015 · 6:20 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001090908

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—	—	630,770	I	By Trust A-4 - Lloyd I. Miller
Common Stock^F1	holding	—	—	—	175,016	I	By Milgrat (D10)
Common Stock^F1	holding	—	—	—	942,923	I	By Milfam II L.P.
Common Stock^F1	holding	—	—	—	2,100	I	By Trust D - Lloyd I. Miller

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series F Convertible Preferred Stock^F2,F1,F3	$4.70	Feb 6, 2015	P	15,957	A	—	—	Common Stock	159,574	159,574	I
Series F Convertible Preferred Stock^F2,F1,F3	$4.70	Feb 6, 2015	P	15,957	A	—	—	Common Stock	159,574	159,574	I
Series F Convertible Preferred Stock^F2,F1,F3	$4.70	Feb 6, 2015	P	15,957	A	—	—	Common Stock	159,574	159,574	I
Warrant^{F2,F6,F1,F4,F5}	$6.00	Feb 6, 2015	P	79,787	A	—	—	Common Stock	79,787	79,787	I
Warrant^{F2,F6,F1,F4,F5}	$6.00	Feb 6, 2015	P	79,787	A	—	—	Common Stock	79,787	79,787	I
Warrant^{F2,F6,F1,F4,F5}	$6.00	Feb 6, 2015	P	79,787	A	—	—	Common Stock	79,787	79,787	I
Junior Secured Convertible Promissory Notes^F1,F9,F7,F8	$5.70	Feb 9, 2015	P	1,000,000	A	—	—	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F1,F9,F7,F8	$5.70	Feb 9, 2015	P	1,000,000	A	—	—	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F9,F7,F8	$5.70	Feb 9, 2015	P	1,000,000	A	—	—	Common Stock	175,439	175,439	D
Warrant^F1,F10	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	49,401	49,401	I
Warrant^F1,F10	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	13,722	13,722	I
Warrant^F1,F10	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	74,102	74,102	I
Warrant^F1	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	57,558	57,558	I
Warrant^F1	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	15,988	15,988	I
Warrant^F1	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	86,338	86,338	I
Series A Warrant^F1	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	40,894	40,894	I
Series A Warrant^F1	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	11,359	11,359	I
Series A Warrant^F1	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	61,342	61,342	I

Explanation of responses

F1The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
F10Such Warrant automatically became exercisable upon approval by the stockholders at the stockholders meeting held on August 27, 2014.
F2On February 6, 2015, the reporting person paid the purchase price in connection with the Purchase Agreement entered into between the issuer and the reporting person, among other parties (as more fully described on the Form 8-K filed by the issuer on February 9, 2015) (the "Purchase Transaction"). In connection therewith, the reporting person received Series F Convertible Preferred Stock and Warrants.
F3Such Series F Convertible Preferred Stock will automatically convert into 159,574 shares of common stock upon shareholder approval at the upcoming stockholders meeting.
F4Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.
F5Such Warrant will expire on the fifth anniversary of the exercisability date.
F6For payment of the purchase price of the Series F Convertible Preferred Stock in connection with the Purchase Transaction, the reporting person received the Warrants for no additional consideration.
F7The issuer entered into a binding term sheet with the reporting person pursuant to which the issuer agreed to issue and the reporting person agreed to purchase, junior secured convertible promissory notes in the aggregate principal amount of $3 million, subject to the negotiation and execution of definitive agreements. Such definitive agreements will reflect that the notes may be converted into shares of common stock at the sole option of the reporting person at any time and from time to time prior to the maturity date.
F8Such Note will expire on the fifth anniversary of the date of issuance.
F9Subject to adjustment for fractional shares.