SEC Form 4 · accession 0001209191-15-085009

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

Dec 11, 2015

Accepted (ET)

Dec 14, 2015 · 4:22 pm EST

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	Dec 11, 2015	J	4,434	$5.70	A	13,302	D
Common Stock^F1,F2	Dec 11, 2015	J	4,434	$5.70	A	1,115,799	I	By Milfam II L.P.
Common Stock^F1,F2	Dec 11, 2015	J	4,434	$5.70	A	644,072	I	By Trust A-4 - Lloyd I. Miller
Common Stock^F2	holding	—	—		—	159,574	I	By Milgrat (K10)
Common Stock^F2,F3	holding	—	—		—	87,410	I	By Milgrat (D10)
Common Stock^F2,F3	holding	—	—		—	87,606	I	By Trust C - Lloyd I. Miller
Common Stock^F2	holding	—	—		—	2,100	I	By Trust D - Lloyd I. Miller
Common Stock^F2	holding	—	—		—	159,574	I	By Milfam I L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant^F2,F4,F5	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F2,F4,F5	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F2,F4,F5	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Junior Secured Convertible Promissory Notes^F2,F8,F6,F7	$5.70	holding	—	—	—	—	—	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F2,F8,F6,F7	$5.70	holding	—	—	—	—	—	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F8,F6,F7	$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

F1Accrued interest on the junior secured convertible promissory note paid in the form of common stock by converting such accrued interest amount to common stock at the conversion price of $5.70.
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.
F3On November 3, 2015, 87,606 shares held by Milgrat (D10) were transferred to Trust C. 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.
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.
F6As previously reported, the 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 negotiation and execution of definitive documentation. On March 11, 2015, the notes were executed and on May 5, 2015, the shareholders approved the conversion of the notes at the stockholders meeting.
F7Such Note will expire on the fifth anniversary of the date of issuance.
F8Subject to adjustment for fractional shares.