SEC Form 4 · accession 0001209191-15-039897

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

May 5, 2015

Accepted (ET)

May 7, 2015 · 4:01 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001090908

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	May 5, 2015	J	159,574	$0.00	A	159,574	I	By Milfam I L.P.
Common Stock^F1,F2	May 5, 2015	J	159,574	$0.00	A	1,102,497	I	By Milfam II L.P.
Common Stock^F1,F2	May 5, 2015	J	159,574	$0.00	A	159,574	I	By Milgrat (K10)
Common Stock^F2	holding	—	—		—	630,770	I	By Trust A-4 - Lloyd I. Miller
Common Stock^F2	holding	—	—		—	175,016	I	By Milgrat (D10)
Common Stock^F2	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^F1,F3	$4.70	May 5, 2015	J	15,957	D	—	—	Common Stock	159,574	0	I
Series F Convertible Preferred Stock^F1,F3	$4.70	May 5, 2015	J	15,957	D	—	—	Common Stock	159,574	0	I
Series F Convertible Preferred Stock^F1,F4,F3	$4.70	May 5, 2015	J	15,957	D	—	—	Common Stock	159,574	0	I
Series F Convertible Preferred Stock^F4,F3	$4.70	holding	—	—	—	—	—	Common Stock	0	0	I
Warrant^F2,F5,F6	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F2,F5,F6	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F7,F5,F6	$6.00	holding	—	—	—	—	—	Common Stock	0	0	I
Warrant^F2,F7,F5,F6	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Junior Secured Convertible Promissory Notes^F2,F10,F8,F9	$5.70	holding	—	—	—	—	—	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F2,F10,F8,F9	$5.70	holding	—	—	—	—	—	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F10,F8,F9	$5.70	holding	—	—	—	—	—	Common Stock	175,439	175,439	D
Warrant^F2	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	49,401	49,401	I
Warrant^F2	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	13,722	13,722	I
Warrant^F2	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	74,102	74,102	I
Warrant^F2	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	57,558	57,558	I
Warrant^F2	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	15,988	15,988	I
Warrant^F2	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	86,338	86,338	I
Series A Warrant^F2	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	40,894	40,894	I
Series A Warrant^F2	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	11,359	11,359	I
Series A Warrant^F2	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	61,342	61,342	I

Explanation of responses

F1As previously reported, 15,957.40 Series F Convertible Preferred Stock would automatically convert into 159,574 shares of common stock upon shareholder approval at the stockholders meeting. On May 5, 2015, the shareholders approved the conversion of Series F Convertible Preferred Stock sold in the financing into shares of common stock.
F10Subject to adjustment for fractional shares.
F2The 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.
F3Such Preferred Stock automatically converted into 159,574 shares of common stock upon approval by the stockholders at the stockholders meeting held on May 5, 2015.
F4On March 20, 2015, 15957.40 Series F Convertible Preferred Stock held by Trust C were transferred to Milgrat (K10). Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.
F5Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.
F6Such Warrant will expire on the fifth anniversary of the exercisability date.
F7On March 20, 2015, 79,787 Warrants held by Trust C were transferred to Milgrat (K10). Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.
F8The 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.
F9Such Note will expire on the fifth anniversary of the date of issuance.