SEC Form 4 · accession 0001209191-16-156978

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 27, 2016

Accepted (ET)

Dec 29, 2016 · 1:01 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 27, 2016	J	73,471	$0.00	A	112,728	D
Common Stock^F1,F2	Dec 27, 2016	J	73,471	$0.00	A	1,215,225	I	By Milfam II L.P.
Common Stock^F2	holding	—	—		—	709,817	I	By Trust A-4 - Lloyd I. Miller
Common Stock^F3	holding	—	—		—	0	I	By Milgrat (D10)
Common Stock^F2,F3	holding	—	—		—	334,590	I	By Trust C - Lloyd I. Miller
Common Stock^F2	holding	—	—		—	2,100	I	By Trust D - Lloyd I. Miller
Common Stock^F2	holding	—	—		—	211,351	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
Junior Secured Convertible Promissory Note^F2	$3.00	Dec 27, 2016	P	1,000,000	A	Dec 27, 2016	Dec 27, 2021	Common Stock	333,333	333,333	I
PIK Interest on Junior Secured Convertible Promissory Note^F2,F8,F9	$5.70	Dec 27, 2016	J	25,000	A	—	Dec 16, 2020	Common Stock	4,385	4,385	I
PIK Interest on Junior Secured Convertible Promissory Note^F2,F8,F9	$5.70	Dec 27, 2016	J	25,000	A	—	Dec 16, 2020	Common Stock	4,385	4,385	I
PIK Interest on Junior Secured Convertible Promissory Note^F8,F9	$5.70	Dec 27, 2016	J	25,000	A	—	Dec 16, 2020	Common Stock	4,385	4,385	D
Junior Secured Convertible Promissory Note^F4,F5	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	200,000	200,000	D
Junior Secured Convertible Promissory Note^F2,F4,F5	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	200,000	200,000	I
Junior Secured Convertible Promissory Note^F2,F4,F5	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	200,000	200,000	I
Warrant^F2,F6,F7	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F2,F6,F7	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F2,F6,F7	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Junior Secured Convertible Promissory Notes^F2,F10,F8,F9	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F2,F10,F8,F9	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	175,439	175,439	I
Junior Secured Convertible Promissory Notes^F10,F8,F9	$5.70	holding	—	—	—	—	Dec 16, 2020	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^F12	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	0	0	I
Warrant^F2,F12	$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^F13	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	0	0	I
Warrant^F2,F13	$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^F14	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	0	0	I
Series A Warrant^F2,F14	$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

F1Common stock paid in full satisfaction and in lieu of monthly fees owed by Issuer to Reporting Person under a guaranty agreement.
F10Subject to adjustment for fractional shares.
F11At the election of the Issuer, the quarterly interest payment has been paid as paid-in-kind interest compounded to the original principal amount of the Note.
F12On November 8, 2016, 13,722 Warrants 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.
F13On November 8, 2016, 15,988 Warrants 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.
F14On November 8, 2016, 11,359 Series A Warrants 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.
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 8, 2016, 87,410 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.
F4As a result of an amendment on December 27, 2016 (the "December Amendment"), to the Junior Secured Convertible Promissory Note, the conversion price was amended from $3.75 to $3.00.
F5The number of shares has been amended to account for the change in conversion price as set forth in the December Amendment.
F6Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.
F7Such Warrant will expire on the fifth anniversary of the exercisability date.
F8As 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.
F9The issuer and the reporting person agreed to amend the maturity date from March 11, 2020 to December 16, 2020.