SEC Form 4 · accession 0001209191-18-040594

DETERMINE, INC. · DTRM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Neil S Subin

10% Owner

Period of report

Jun 30, 2018

Accepted (ET)

Jul 3, 2018 · 11:51 am 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	—	—	—	1,326,315	I	By Milfam II L.P.
Common Stock^F1,F2,F3	holding	—	—	—	354,789	I	By LIM III - Trust A-4
Common Stock^F1,F2,F4	holding	—	—	—	354,786	I	By MBM - Trust A-4
Common Stock^F1,F2	holding	—	—	—	301,590	I	By Trust C - Lloyd I. Miller
Common Stock^F1,F2	holding	—	—	—	211,351	I	By Milfam I L.P.
Common Stock^F1,F2	holding	—	—	—	2,100	I	By Trust D - Lloyd I. Miller
Common Stock^F1,F2	holding	—	—	—	250,820	I	By Lloyd I. Miller, III Revocable Trust

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^{F6,F1,F2,F5,F7}	$3.00	Jun 30, 2018	J	16,562	A	Dec 16, 2015	Dec 16, 2020	Common Stock	5,520	237,380	I
Junior Secured Convertible Promissory Note and PIK Interest^{F6,F1,F2,F5,F7}	$3.00	Jun 30, 2018	J	16,562	A	Dec 16, 2015	Dec 16, 2020	Common Stock	5,520	237,380	I
Junior Secured Convertible Promissory Note and PIK Interest^{F6,F1,F2,F5,F7,F8}	$3.00	Jun 30, 2018	J	8,281	A	Dec 16, 2015	Dec 16, 2020	Common Stock	2,760	118,688	I
Junior Secured Convertible Promissory Note and PIK Interest^{F6,F1,F2,F5,F7,F8}	$3.00	Jun 30, 2018	J	8,281	A	Dec 16, 2015	Dec 16, 2020	Common Stock	2,760	118,688	I
Junior Secured Convertible Promissory Note and PIK Interest^{F6,F1,F2,F5,F7,F9}	$3.00	Jun 30, 2018	J	32,825	A	Dec 27, 2016	Dec 27, 2021	Common Stock	10,941	397,544	I

Explanation of responses

F1Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing.
F2Mr. Neil Subin succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of Miller family trusts.
F3Due to a clerical error, the reporting person previously reported that LIM III - Trust A-4 held 354,788 shares when in fact it should have been 354,789 shares.
F4Due to a clerical error, the reporting person previously reported that MBM - Trust A-4 held 354,787 shares when in fact it should have been 354,786 shares.
F5Subject to adjustment for fractional shares.
F6At 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.
F7Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note.
F8Due to a clerical error, the reporting person previously reported that, prior to the PIK shares reported as being acquired herein, LIM III - Trust A-4 held 115,929 shares, when in fact it should have been 115,928 shares.
F9In addition, as reported in Amendment No. 2 to the Schedule 13D filed by the reporting person on June 25, 2018, the reporting person entered into the Amendment to Guaranty Fee Agreement, pursuant to which the reporting person agreed to forgo the future rights to receive the Additional Extension Payment Shares that had previously been reported on that certain Form 3 dated January 22, 2018.