SEC Form 4 · accession 0001209191-18-000060

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 28, 2017

Accepted (ET)

Jan 2, 2018 · 1:02 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^F2,F3	Dec 28, 2017	S	25,000	$1.6851	D	1,326,315	I	By Milfam II L.P.
Common Stock^F3	holding	—	—		—	354,788	I	By LIM III - Trust A-4
Common Stock^F3	holding	—	—		—	354,787	I	By MBM - Trust A-4
Common Stock	holding	—	—		—	250,820	D
Common Stock^F3	holding	—	—		—	301,590	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
Junior Secured Convertible Promissory Note and PIK Interest^F5,F3,F4,F6	$3.00	Dec 31, 2017	J	33,186	A	Dec 27, 2016	Dec 27, 2021	Common Stock	11,061	375,782	I
Junior Secured Convertible Promissory Note and PIK Interest^F5,F4,F6	$3.00	Dec 31, 2017	J	16,744	A	Dec 16, 2015	Dec 16, 2020	Common Stock	5,581	226,401	D
Junior Secured Convertible Promissory Note and PIK Interest^F5,F3,F4,F6	$3.00	Dec 31, 2017	J	16,744	A	Dec 16, 2015	Dec 16, 2020	Common Stock	5,581	226,401	I
Junior Secured Convertible Promissory Note and PIK Interest^F5,F3,F4,F6	$3.00	Dec 31, 2017	J	8,372	A	Dec 16, 2015	Dec 16, 2020	Common Stock	2,790	113,200	I
Junior Secured Convertible Promissory Note and PIK Interest^F5,F3,F4,F6	$3.00	Dec 31, 2017	J	8,372	A	Dec 16, 2015	Dec 16, 2020	Common Stock	2,790	113,200	I
Junior Secured Convertible Promissory Note and PIK Interest^F3,F4,F6,F7	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	138,990	138,990	I
Junior Secured Convertible Promissory Note and PIK Interest^F4,F6,F7	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	138,990	138,990	D
Junior Secured Convertible Promissory Note and PIK Interest^F3,F4,F6,F7	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	69,495	69,495	I
Junior Secured Convertible Promissory Note and PIK Interest^F3,F4,F6,F7	$5.70	holding	—	—	—	—	Dec 16, 2020	Common Stock	69,495	69,495	I
Additional Extension Payment Shares^F8	—	holding	—	—	—	—	—	Common Stock	10,417	10,417	D
Additional Extension Payment Shares^F3,F8	—	holding	—	—	—	—	—	Common Stock	10,417	10,417	I
Warrant^F3,F9,F10	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F3,F9,F10	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F3,F9,F10	$6.00	holding	—	—	—	—	—	Common Stock	79,787	79,787	I
Warrant^F3	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	24,700	24,700	I
Warrant^F3	$7.00	holding	—	—	—	Aug 27, 2014	Aug 27, 2019	Common Stock	24,701	24,701	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	28,779	28,779	I
Warrant^F3	$7.00	holding	—	—	—	Jul 24, 2014	Jul 24, 2019	Common Stock	28,779	28,779	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	20,447	20,447	I
Series A Warrant^F3	$7.75	holding	—	—	—	Dec 1, 2013	May 31, 2018	Common Stock	20,447	20,447	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

F1Shares were sold by the Reporting Person for tax planning purposes.
F10Such Warrant will expire on the fifth anniversary of the exercisability date.
F2The price in Column 4 is a weighted average price. The prices actually paid ranged from $1.68 to $1.715 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
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.
F4Subject to adjustment for fractional shares.
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 previously reported PIK Interest on Junior Secured Convertible Promissory Note
F7As 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.
F8Pursuant 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.
F9Such Warrant became exercisable six months following the date of issuance, February 6, 2015.