Determine Form 4 / LLOYD I MILLER III ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLER LLOYD I III

(Last)

(First)

(Middle)

3300 SOUTH DIXIE HIGHWAY

SUITE 1-365

(Street)

WEST PALM BEACH

33405

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2017		J⁽¹⁾		8,334	A	⁽¹⁾	121,062	D
Common Stock	06/01/2017		J⁽²⁾		8,333	A	⁽²⁾	1,223,558⁽³⁾	I	By Milfam II L.P.
Common Stock								709,817⁽³⁾	I	By Trust A-4 - Lloyd I. Miller
Common Stock								334,590⁽³⁾	I	By Trust C - Lloyd I. Miller
Common Stock								2,100⁽³⁾	I	By Trust D - Lloyd I. Miller
Common Stock								211,351⁽³⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Additional Extension Payment Shares	⁽⁴⁾	06/01/2017		J⁽⁴⁾		10,417		⁽⁴⁾	⁽⁴⁾	Common Stock	10,417	⁽⁴⁾	10,417	D
Additional Extension Payment Shares	⁽⁴⁾	06/01/2017		J⁽⁴⁾		10,417		⁽⁴⁾	⁽⁴⁾	Common Stock	10,417	⁽⁴⁾	10,417⁽³⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note	$3							12/27/2016	12/27/2021	Common Stock	333,333		333,333⁽³⁾	I	By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note	$3							12/27/2016	12/27/2021	Common Stock	10,342⁽⁵⁾⁽⁶⁾		10,342⁽³⁾⁽⁶⁾	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	10,124⁽⁵⁾⁽⁶⁾		10,124⁽⁶⁾	D
Junior Secured Convertible Promissory Note	$3							12/16/2015	12/16/2020	Common Stock	200,000		200,000⁽³⁾	I	By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note	$3							12/16/2015	12/16/2020	Common Stock	10,124⁽⁵⁾⁽⁶⁾		10,124⁽³⁾⁽⁶⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note	$3							12/16/2015	12/16/2020	Common Stock	200,000		200,000⁽³⁾	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	10,124⁽⁵⁾⁽⁶⁾		10,124⁽³⁾⁽⁶⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$6							⁽⁷⁾	⁽⁸⁾	Common Stock	79,787		79,787⁽³⁾	I	By Milfam I L.P.
Warrant	$6							⁽⁷⁾	⁽⁸⁾	Common Stock	79,787		79,787⁽³⁾	I	By Milfam II L.P.
Warrant	$6							⁽⁷⁾	⁽⁸⁾	Common Stock	79,787		79,787⁽³⁾	I	By Trust C - Lloyd I. Miller
Junior Secured Convertible Promissory Notes	$5.7							⁽⁹⁾	12/16/2020⁽¹⁰⁾	Common Stock	175,438.59⁽¹¹⁾		175,438.59⁽³⁾⁽¹¹⁾	I	By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note	$5.7							⁽⁹⁾	12/16/2020⁽¹⁰⁾	Common Stock	8,831⁽⁵⁾⁽⁶⁾		8,831⁽³⁾⁽⁶⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Notes	$5.7							⁽⁹⁾	12/16/2020⁽¹⁰⁾	Common Stock	175,438.59⁽¹¹⁾		175,438.59⁽³⁾⁽¹¹⁾	I	By Trust A-4 - Lloyd I. Miller
PIK Interest on Junior Secured Convertible Promissory Note	$5.7							⁽⁹⁾	12/16/2020⁽¹⁰⁾	Common Stock	8,831⁽⁵⁾⁽⁶⁾		8,831⁽³⁾⁽⁶⁾	I	By Trust A-4 - Lloyd I. Miller
Junior Secured Convertible Promissory Notes	$5.7							⁽⁹⁾	12/16/2020⁽¹⁰⁾	Common Stock	175,438.59⁽¹¹⁾		175,438.59⁽¹¹⁾	D
PIK Interest on Junior Secured Convertible Promissory Note	$5.7							⁽⁹⁾	12/16/2020⁽¹⁰⁾	Common Stock	8,831⁽⁵⁾⁽⁶⁾		8,831⁽⁶⁾	D
Warrant	$7							08/27/2014	08/27/2019	Common Stock	49,401		49,401⁽³⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7							08/27/2014	08/27/2019	Common Stock	13,722		13,722⁽³⁾	I	By Trust C - Lloyd I. Miller
Warrant	$7							08/27/2014	08/27/2019	Common Stock	74,102		74,102⁽³⁾	I	By Milfam II L.P.
Warrant	$7							07/24/2014	07/24/2019	Common Stock	57,558		57,558⁽³⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7							07/24/2014	07/24/2019	Common Stock	15,988		15,988⁽³⁾	I	By Trust C - Lloyd I. Miller
Warrant	$7							07/24/2014	07/24/2019	Common Stock	86,338		86,338⁽³⁾	I	By Milfam II L.P.
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	40,894		40,894⁽³⁾	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⁽³⁾	I	By Trust C - Lloyd I. Miller
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	61,342		61,342⁽³⁾	I	By Milfam II L.P.

Explanation of Responses:

1. Pursuant to (i) that certain second amended and restated limited guaranty dated as of June 1, 2017 entered into by Lloyd I. Miller, III (the "LIM Guaranty"), and (ii) that certain guaranty fee agreement, dated as of June 1, 2017, by and among the Issuer, Lloyd I. Miller, III and Milfam II, L.P., among other parties (the "Guaranty Fee Agreement"), in exchange for extending the termination date of the original guarantee in accordance with the terms of the LIM Guaranty, the Issuer agreed to pay Lloyd I. Miller, III the shares of common stock referenced herein.

2. Pursuant to (i) that certain second amended and restated limited guaranty dated as of June 1, 2017 entered into by Milfam II L.P. (the "MIL II Guaranty"), and (ii) the Guaranty Fee Agreement, in exchange for extending the termination date of the original guarantee in accordance with the terms of the MIL II Guaranty, the Issuer agreed to pay Milfam II, L.P. the shares of common stock referenced herein.

3. 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.

4. 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.

5. 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.

6. Includes all PIK previously reported on separate line items for this beneficial owner.

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.

9. 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.

10. The issuer and the reporting person agreed to amend the maturity date from March 11, 2020 to December 16, 2020.

11. Subject to adjustment for fractional shares.

Remarks:

	/s/ Paul N. Silverstein Attorney-in-fact	06/05/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Determine Inactive Form 4DETERMINE / LLOYD I MILLER III ownership change