Sec Form 4 Filing - MILLER LLOYD I III @ DETERMINE, INC. - 2017-09-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MILLER LLOYD I III
2. Issuer Name and Ticker or Trading Symbol
DETERMINE, INC. [ DTRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3300 SOUTH DIXIE HIGHWAY, SUITE 1-365
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2017
(Street)
WEST PALM BEACH, FL33405
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 839,575 ( 1 ) I By Trust A-4 - Lloyd I. Miller
Common Stock 250,820 D
Common Stock 1,353,315 ( 1 ) I By Milfam II L.P.
Common Stock 334,590 ( 1 ) I By Trust C - Lloyd I. Miller
Common Stock 2,100 ( 1 ) I By Trust D - Lloyd I. Miller
Common Stock 211,351 ( 1 ) I By Milfam I L.P.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Junior Secured Convertible Promissory Note $ 3 12/27/2016 12/27/2021 Common Stock 333,333 333,333 ( 1 ) I By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note $ 3 12/27/2016 12/27/2021 Common Stock 20,652 ( 2 ) 20,652 ( 1 ) ( 3 ) I By Milfam II L.P.
Junior Secured Convertible Promissory Note $ 3 12/16/2015 12/16/2020 Common Stock 200,000 200,000 D
PIK Interest on Junior Secured Convertible Promissory Note $ 3 12/16/2015 12/16/2020 Common Stock 15,377 ( 2 ) 15,377 ( 3 ) D
Junior Secured Convertible Promissory Note $ 3 12/16/2015 12/16/2020 Common Stock 200,000 200,000 ( 1 ) I By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note $ 3 12/16/2015 12/16/2020 Common Stock 15,377 ( 2 ) 15,377 ( 1 ) ( 3 ) I By Milfam II L.P.
Junior Secured Convertible Promissory Note $ 3 12/16/2015 12/16/2020 Common Stock 200,000 200,000 ( 1 ) I By Trust A-4 - Lloyd I. Miller
PIK Interest on Junior Secured Convertible Promissory Note $ 3 12/16/2015 12/16/2020 Common Stock 15,377 ( 2 ) 15,377 ( 1 ) ( 3 ) I By Trust A-4 - Lloyd I. Miller
Junior Secured Convertible Promissory Notes $ 5.7 ( 4 ) 12/16/2020 Common Stock 132,015 ( 5 ) 132,015 ( 1 ) ( 3 ) ( 5 ) I By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note $ 5.7 09/11/2017 J 20,437.42 ( 4 ) 12/16/2020 Common Stock 3,585 ( 5 ) ( 2 ) 3,585 ( 1 ) ( 5 ) I By Milfam II L.P.
Junior Secured Convertible Promissory Notes $ 5.7 ( 4 ) 12/16/2020 Common Stock 132,015 ( 5 ) 132,015 ( 3 ) ( 5 ) D
PIK Interest on Junior Secured Convertible Promissory Note $ 5.7 09/11/2017 J 20,437.37 ( 4 ) 12/16/2020 Common Stock 3,585 ( 5 ) ( 2 ) 3,585 ( 5 ) D
Junior Secured Convertible Promissory Notes $ 5.7 ( 4 ) 12/16/2020 Common Stock 132,015 ( 5 ) 132,015 ( 1 ) ( 3 ) ( 5 ) I By Trust A-4 - Lloyd I. Miller
PIK Interest on Junior Secured Convertible Promissory Note $ 5.7 09/11/2017 J 20,437.37 ( 4 ) 12/16/2020 Common Stock 3,585 ( 5 ) ( 2 ) 3,585 ( 1 ) ( 5 ) I By Trust A-4 - Lloyd I. Miller
Additional Extension Payment Shares ( 6 ) ( 6 ) ( 6 ) Common Stock 10,417 10,417 D
Additional Extension Payment Shares ( 6 ) ( 6 ) ( 6 ) Common Stock 10,417 10,417 ( 1 ) I By Milfam II L.P.
Warrant $ 6 ( 7 ) ( 8 ) Common Stock 79,787 79,787 ( 1 ) I By Milfam I L.P.
Warrant $ 6 ( 7 ) ( 8 ) Common Stock 79,787 79,787 ( 1 ) I By Milfam II L.P.
Warrant $ 6 ( 7 ) ( 8 ) Common Stock 79,787 79,787 ( 1 ) I By Trust C - Lloyd I. Miller
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 49,401 49,401 ( 1 ) I By Trust A-4 - Lloyd I. Miller
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 13,722 13,722 ( 1 ) I By Trust C - Lloyd I. Miller
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 74,102 74,102 ( 1 ) I By Milfam II L.P.
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 57,558 57,558 ( 1 ) I By Trust A-4 - Lloyd I. Miller
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 15,988 15,988 ( 1 ) I By Trust C - Lloyd I. Miller
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 86,338 86,338 ( 1 ) I By Milfam II L.P.
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 40,894 40,894 ( 1 ) I By Trust A-4 - Lloyd I. Miller
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 11,359 11,359 ( 1 ) I By Trust C - Lloyd I. Miller
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 61,342 61,342 ( 1 ) I By Milfam II L.P.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLER LLOYD I III
3300 SOUTH DIXIE HIGHWAY
SUITE 1-365
WEST PALM BEACH, FL33405
X
Signatures
/s/ Paul N. SilversteinAttorney-in-fact 09/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 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.
( 2 )At 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.
( 3 )Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note
( 4 )As 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.
( 5 )Subject to adjustment for fractional shares.
( 6 )Pursuant 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 pay Lloyd I. Miller, III and Milfam II L.P. the shares of common stock referenced herein.
( 7 )Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.
( 8 )Such Warrant will expire on the fifth anniversary of the exercisability date.

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