SEC Form 4 · accession 0001437749-16-038406
DETERMINE, INC. · DTRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Brodsky
Director
Period of report
Aug 28, 2016
Accepted (ET)
Sep 7, 2016 · 1:51 pm EDT
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 | Aug 28, 2016 | A | 50,000 | $0.00 | A | 140,514 | D | |
| Common StockF2 | Sep 2, 2016 | A | 37,800 | $0.00 | A | 178,314 | D | |
| Common StockF3 | holding | — | — | — | 78,343 | I | By Vajra Fund 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy)F4 | $1.80 | Sep 2, 2016 | A | 75,600 | A | — | Sep 2, 2026 | Common Stock | 75,600 | 230,600 | D |
| Stock Option (Right to buy)F5 | $1.80 | Sep 2, 2016 | A | 100,000 | A | — | Sep 2, 2026 | Common Stock | 100,000 | 330,600 | D |
| Warrant to Purchase Common StockF3,F6 | — | holding | — | — | — | — | — | N/A | — | 39,171 | I |
Explanation of responses
- F1Grant of Restricted Stock Units that are fully vested as of the date of grant pursuant to that certain Amendment to Offer Letter dated August 28, 2015 by and between Determine, Inc. and Michael Brodsky.
- F2Grant of Restricted Stock Units that vest in equal monthly installments over a 12 month period pursuant to that certain Amendment to Offer Letter dated September 1, 2016 by and between Determine, Inc. and Michael Brodsky. The Restricted Stock Units will be subject to accelerated vesting in connection with a change in control of Determine, Inc.
- F3Issued in the name of Vajra Fund I, L.P. The reporting person is the General Partner of Vajra Fund I, L.P.
- F4Grant of stock options that vest in equal monthly installments over a 12 month period pursuant to that certain Amendment to Offer Letter dated September 1, 2016 by and between Determine, Inc. and Michael Brodsky. The options will be subject to accelerated vesting in connection with a change in control of Determine, Inc.
- F5Grant of stock options, 50% of which vest after two years and the balance of which vest in equal monthly installments over a 24 month period thereafter pursuant to that certain Amendment to Offer Letter dated September 1, 2016 by and between Determine, Inc. and Michael Brodsky. The options will be subject to accelerated vesting in connection with a change in control of Determine, Inc.
- F6N/A