SEC Form 4 · accession 0001209191-17-054902

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

Sep 30, 2017

Accepted (ET)

Oct 3, 2017 · 2:46 pm EDT

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,F2	holding	—	—	—	419,788	I	By LIM III - Trust A-4
Common Stock^F1,F2	holding	—	—	—	419,787	I	By MBM - Trust A-4
Common Stock	holding	—	—	—	250,820	D
Common Stock^F1	holding	—	—	—	1,353,315	I	By Milfam II L.P.
Common Stock^F1	holding	—	—	—	334,590	I	By Trust C - Lloyd I. Miller
Common Stock^F1	holding	—	—	—	2,100	I	By Trust D - Lloyd I. Miller
Common Stock^F1	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 and PIK Interest^F3,F1,F4,F5	$3.00	Sep 30, 2017	J	32,209	A	Dec 27, 2016	Dec 27, 2021	Common Stock	10,736	364,721	I
Junior Secured Convertible Promissory Note and PIK Interest^F3,F4,F5	$3.00	Sep 30, 2017	J	16,331	A	Dec 16, 2015	Dec 16, 2020	Common Stock	5,443	220,820	D
Junior Secured Convertible Promissory Note and PIK Interest^F3,F1,F4,F5	$3.00	Sep 30, 2017	J	16,331	A	Dec 16, 2015	Dec 16, 2020	Common Stock	5,443	220,820	I
Junior Secured Convertible Promissory Note and PIK Interest^{F3,F1,F2,F4,F5}	$3.00	Sep 30, 2017	J	8,165	A	Dec 16, 2015	Dec 16, 2020	Common Stock	2,722	110,410	I
Junior Secured Convertible Promissory Note and PIK Interest^{F3,F1,F2,F4,F5}	$3.00	Sep 30, 2017	J	8,165	A	Dec 16, 2015	Dec 16, 2020	Common Stock	2,721	110,410	I
Junior Secured Convertible Promissory Note and PIK Interest^F1,F4,F5,F6	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	135,600	135,600	I
Junior Secured Convertible Promissory Note and PIK Interest^F4,F5,F6	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	135,600	135,600	D
Junior Secured Convertible Promissory Note and PIK Interest^{F1,F2,F4,F5,F6}	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	67,800	67,800	I
Junior Secured Convertible Promissory Note and PIK Interest^{F1,F2,F4,F5,F6}	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	67,800	67,800	I
Additional Extension Payment Shares^F7	—	holding	—	—	—	—	—	Common Stock	10,417	10,417	D
Additional Extension Payment Shares^F1,F7	—	holding	—	—	—	—	—	Common Stock	10,417	10,417	I
Warrant^F1,F8,F9	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F1,F8,F9	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F1,F8,F9	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F1,F2	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	24,700	24,700	I
Warrant^F1,F2	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	24,701	24,701	I
Warrant^F1	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	13,722	13,722	I
Warrant^F1	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	74,102	74,102	I
Warrant^F1,F2	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	28,779	28,779	I
Warrant^F1,F2	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	28,779	28,779	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,F2	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	20,447	20,447	I
Series A Warrant^F1,F2	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	20,447	20,447	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.
F2On September 27, 2017, in accordance with that certain Exercise of Authority of Distribution Adviser of Trust A-4, dated as of August 10, 2017, pursuant to which all securities held by Trust A-4 - Lloyd I. Miller were decanted to two (2) newly formed trusts, the investment adviser to Trust A-4 - Lloyd I. Miller directed the trustee and distribution adviser to distribute fifty percent (50%) of such securities to LIM III - Trust A-4 and fifty percent (50%) of such securities to MBM - Trust A-4. The decanting and distribution of all securities held or formerly held by Trust A-4 - Lloyd I. Miller is in process and final consummation thereof has yet to occur. Such transactions, when consummated, only effect a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was (or will be) exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.
F3At 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.
F4Subject to adjustment for fractional shares.
F5Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note
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.
F7Pursuant 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 issue Lloyd I. Miller, III and Milfam II L.P. the shares of common stock referenced herein.
F8Such Warrant became exercisable six months following the date of issuance, February 6, 2015.
F9Such Warrant will expire on the fifth anniversary of the exercisability date.