SEC Form 4 · accession 0001209191-18-064165
DETERMINE, INC. · DTRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil S Subin
10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 27, 2018 · 3:13 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 StockF1,F2 | holding | — | — | — | 1,326,315 | I | By Milfam II L.P. | |
| Common StockF1,F2 | holding | — | — | — | 354,789 | I | By LIM III - Trust A-4 | |
| Common StockF1,F2 | holding | — | — | — | 354,786 | I | By MBM - Trust A-4 | |
| Common StockF1,F2 | holding | — | — | — | 301,590 | I | By Trust C - Lloyd I. Miller | |
| Common StockF1,F2 | holding | — | — | — | 211,351 | I | By Milfam I L.P. | |
| Common StockF1,F2 | holding | — | — | — | 2,100 | I | By Trust D - Lloyd I. Miller | |
| Common StockF1,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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF3,F1,F2 | $0.01 | Dec 21, 2018 | J | 5,250,000 | A | Dec 21, 2018 | Dec 20, 2023 | Common Stock | 5,250,000 | 5,250,000 | 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.
- F3The Reporting Person received this warrant, pursuant to a cash advance given to the Issuer by the Reporting Person, in connection with Amendment No. 2 to the Junior Secured Convertible Note Purchase Agreement dated December 21, 2018, entered into by the Issuer and the Reporting Person.