SEC Form 4 · accession 0001209191-19-018737
DETERMINE, INC. · DTRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 6,576,315 | I | By Milfam II L.P. | |
| Common StockF1 | holding | — | — | — | 354,789 | I | By LIM III - Trust A-4 | |
| Common StockF1 | holding | — | — | — | 354,786 | I | By MBM - Trust A-4 | |
| Common StockF1 | holding | — | — | — | 301,590 | I | By Trust C - Lloyd I. Miller | |
| Common StockF1 | holding | — | — | — | 211,351 | I | By Milfam I L.P. | |
| Common StockF1 | holding | — | — | — | 2,100 | I | By Trust D - Lloyd I. Miller | |
| Common StockF1 | 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 InterestF3,F1,F2,F4 | $5.70 | Mar 11, 2019 | J | 20,544 | A | May 5, 2015 | Dec 16, 2020 | Common Stock | 3,604 | 156,702 | I |
| Junior Secured Convertible Promissory Note and PIK InterestF3,F1,F2,F4 | $5.70 | Mar 11, 2019 | J | 20,544 | A | May 5, 2015 | Dec 16, 2020 | Common Stock | 3,604 | 156,701 | I |
| Junior Secured Convertible Promissory Note and PIK InterestF3,F1,F2,F4 | $5.70 | Mar 11, 2019 | J | 10,272 | A | May 5, 2015 | Dec 16, 2020 | Common Stock | 1,802 | 78,349 | I |
| Junior Secured Convertible Promissory Note and PIK InterestF3,F1,F2,F4 | $5.70 | Mar 11, 2019 | J | 10,272 | A | May 5, 2015 | Dec 16, 2020 | Common Stock | 1,802 | 78,349 | 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.
- F2Subject to adjustment for fractional shares.
- 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.
- F4Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note.
Remarks
Mr. Neil S. Subin ("Mr. Subin"), who 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., and also serves as trustee of a number of Miller family trusts, and Alimco Financial Corporation ("Alimco") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Mr. Subin and Alimco respectively disclaim (i) the existence of, and membership in, a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, and (ii) beneficial ownership of the securities reported by the other reporting person. The shares of Common stock ("Shares") reported by Mr. Subin in in this filing do not include Shares reported separately by Alimco.