SEC Form 4 · accession 0001209191-17-037621

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

Jun 1, 2017

Accepted (ET)

Jun 5, 2017 · 3:01 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	Jun 1, 2017	J	8,334	—	A	121,062	D
Common Stock^F2,F3	Jun 1, 2017	J	8,333	—	A	1,223,558	I	By Milfam II L.P.
Common Stock^F3	holding	—	—		—	709,817	I	By Trust A-4 - Lloyd I. Miller
Common Stock^F3	holding	—	—		—	334,590	I	By Trust C - Lloyd I. Miller
Common Stock^F3	holding	—	—		—	2,100	I	By Trust D - Lloyd I. Miller
Common Stock^F3	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
Additional Extension Payment Shares^F4	—	Jun 1, 2017	J	10,417	A	—	—	Common Stock	10,417	10,417	D
Additional Extension Payment Shares^F4,F3	—	Jun 1, 2017	J	10,417	A	—	—	Common Stock	10,417	10,417	I
Junior Secured Convertible Promissory Note^F3	$3.00	holding	—	—	—	Dec 27, 2016	Dec 27, 2021	Common Stock	333,333	333,333	I
PIK Interest on Junior Secured Convertible Promissory Note^F3,F6,F5	$3.00	holding	—	—	—	Dec 27, 2016	Dec 27, 2021	Common Stock	10,342	10,342	I
Junior Secured Convertible Promissory Note	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	200,000	200,000	D
PIK Interest on Junior Secured Convertible Promissory Note^F6,F5	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	10,124	10,124	D
Junior Secured Convertible Promissory Note^F3	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	200,000	200,000	I
PIK Interest on Junior Secured Convertible Promissory Note^F3,F6,F5	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	10,124	10,124	I
Junior Secured Convertible Promissory Note^F3	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	200,000	200,000	I
PIK Interest on Junior Secured Convertible Promissory Note^F3,F6,F5	$3.00	holding	—	—	—	Dec 16, 2015	Dec 16, 2020	Common Stock	10,124	10,124	I
Warrant^F3,F7,F8	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F3,F7,F8	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F3,F7,F8	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Junior Secured Convertible Promissory Notes^{F3,F11,F9,F10}	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	175,439	175,439	I
PIK Interest on Junior Secured Convertible Promissory Note^{F3,F6,F9,F10,F5}	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	8,831	8,831	I
Junior Secured Convertible Promissory Notes^{F3,F11,F9,F10}	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	175,439	175,439	I
PIK Interest on Junior Secured Convertible Promissory Note^{F3,F6,F9,F10,F5}	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	8,831	8,831	I
Junior Secured Convertible Promissory Notes^F11,F9,F10	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	175,439	175,439	D
PIK Interest on Junior Secured Convertible Promissory Note^F6,F9,F10,F5	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	8,831	8,831	D
Warrant^F3	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	49,401	49,401	I
Warrant^F3	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	13,722	13,722	I
Warrant^F3	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	74,102	74,102	I
Warrant^F3	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	57,558	57,558	I
Warrant^F3	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	15,988	15,988	I
Warrant^F3	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	86,338	86,338	I
Series A Warrant^F3	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	40,894	40,894	I
Series A Warrant^F3	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	11,359	11,359	I
Series A Warrant^F3	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	61,342	61,342	I

Explanation of responses

F1Pursuant to (i) that certain second amended and restated limited guaranty dated as of June 1, 2017 entered into by Lloyd I. Miller, III (the "LIM Guaranty"), and (ii) that certain guaranty fee agreement, dated as of June 1, 2017, by and among the Issuer, Lloyd I. Miller, III and Milfam II, L.P., among other parties (the "Guaranty Fee Agreement"), in exchange for extending the termination date of the original guarantee in accordance with the terms of the LIM Guaranty, the Issuer agreed to pay Lloyd I. Miller, III the shares of common stock referenced herein.
F10The issuer and the reporting person agreed to amend the maturity date from March 11, 2020 to December 16, 2020.
F11Subject to adjustment for fractional shares.
F2Pursuant to (i) that certain second amended and restated limited guaranty dated as of June 1, 2017 entered into by Milfam II L.P. (the "MIL II Guaranty"), and (ii) the Guaranty Fee Agreement, in exchange for extending the termination date of the original guarantee in accordance with the terms of the MIL II Guaranty, the Issuer agreed to pay Milfam II, L.P. the shares of common stock referenced herein.
F3The 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.
F4Pursuant to the Guaranty Fee Agreement, in the event that the maturity date of April 30, 2019 is extended, which extended termination date shall be no later than July 30, 2020, the Issuer agrees to pay Lloyd I. Miller, III and Milfam II L.P. the shares of common stock referenced herein.
F5At 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.
F6Includes all PIK previously reported on separate line items for this beneficial owner.
F7Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.
F8Such Warrant will expire on the fifth anniversary of the exercisability date.
F9As 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.