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)
09/30/2017

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								419,788⁽¹⁾⁽²⁾	I	By LIM III - Trust A-4
Common Stock								419,787⁽¹⁾⁽²⁾	I	By MBM - Trust A-4
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 (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)
Junior Secured Convertible Promissory Note and PIK Interest	$3	09/30/2017		J		32,208.87		12/27/2016	12/27/2021	Common Stock	10,736⁽³⁾⁽⁴⁾	⁽³⁾	364,721⁽¹⁾⁽⁴⁾⁽⁵⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest	$3	09/30/2017		J		16,330.87		12/16/2015	12/16/2020	Common Stock	5,443⁽³⁾⁽⁴⁾	⁽³⁾	220,820⁽⁴⁾⁽⁵⁾	D
Junior Secured Convertible Promissory Note and PIK Interest	$3	09/30/2017		J		16,330.87		12/16/2015	12/16/2020	Common Stock	5,443⁽³⁾⁽⁴⁾	⁽³⁾	220,820⁽¹⁾⁽⁴⁾⁽⁵⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest	$3	09/30/2017		J		8,165.44		12/16/2015	12/16/2020	Common Stock	2,722⁽³⁾⁽⁴⁾	⁽³⁾	110,410⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	I	By LIM III - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest	$3	09/30/2017		J		8,165.43		12/16/2015	12/16/2020	Common Stock	2,721⁽³⁾⁽⁴⁾	⁽³⁾	110,410⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	I	By MBM - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest	$5.7							⁽⁶⁾	12/16/2020	Common Stock	135,600⁽⁴⁾		135,600⁽¹⁾⁽⁴⁾⁽⁵⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest	$5.7							⁽⁶⁾	12/16/2020	Common Stock	135,600⁽⁴⁾		135,600⁽⁴⁾⁽⁵⁾	D
Junior Secured Convertible Promissory Note and PIK Interest	$5.7							⁽⁶⁾	12/16/2020	Common Stock	67,800⁽⁴⁾		67,800⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	I	By LIM III - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest	$5.7							⁽⁶⁾	12/16/2020	Common Stock	67,800⁽⁴⁾		67,800⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	I	By MBM - Trust A-4
Additional Extension Payment Shares	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	10,417		10,417	D
Additional Extension Payment Shares	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	10,417		10,417⁽¹⁾	I	By Milfam II L.P.
Warrant	$6							⁽⁸⁾	⁽⁹⁾	Common Stock	79,787		79,787⁽¹⁾	I	By Milfam I L.P.
Warrant	$6							⁽⁸⁾	⁽⁹⁾	Common Stock	79,787		79,787⁽¹⁾	I	By Milfam II L.P.
Warrant	$6							⁽⁸⁾	⁽⁹⁾	Common Stock	79,787		79,787⁽¹⁾	I	By Trust C - Lloyd I. Miller
Warrant	$7							08/27/2014	08/27/2019	Common Stock	24,700		24,700⁽¹⁾⁽²⁾	I	By LIM III - Trust A-4
Warrant	$7							08/27/2014	08/27/2019	Common Stock	24,701		24,701⁽¹⁾⁽²⁾	I	By MBM - Trust A-4
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	28,779		28,779⁽¹⁾⁽²⁾	I	By LIM III - Trust A-4
Warrant	$7							07/24/2014	07/24/2019	Common Stock	28,779		28,779⁽¹⁾⁽²⁾	I	By MBM - Trust A-4
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	20,447		20,447⁽¹⁾⁽²⁾	I	By LIM III - Trust A-4
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	20,447		20,447⁽¹⁾⁽²⁾	I	By MBM - Trust A-4
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.

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. On September 27, 2017, in accordance with that certain Exercise of Authority of Distribution Adviser of Trust A-4, dated as of August 10, 2017, pursuant to which all securities held by Trust A-4 - Lloyd I. Miller were decanted to two (2) newly formed trusts, the investment adviser to Trust A-4 - Lloyd I. Miller directed the trustee and distribution adviser to distribute fifty percent (50%) of such securities to LIM III - Trust A-4 and fifty percent (50%) of such securities to MBM - Trust A-4. The decanting and distribution of all securities held or formerly held by Trust A-4 - Lloyd I. Miller is in process and final consummation thereof has yet to occur. Such transactions, when consummated, only effect a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was (or will be) exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.

3. 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.

4. Subject to adjustment for fractional shares.

5. Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note

6. 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.

7. 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 issue Lloyd I. Miller, III and Milfam II L.P. the shares of common stock referenced herein.

8. Such Warrant became exercisable six months following the date of issuance, February 6, 2015.

9. Such Warrant will expire on the fifth anniversary of the exercisability date.

Remarks:

	/s/ Paul N. Silverstein Attorney-in-fact	10/03/2017
	** 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).
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Determine Inactive Form 4DETERMINE / LLOYD I MILLER III ownership change