Determine Form 4 DETERMINE / Michael Brodsky 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^*

Brodsky Michael

(Last) (First) (Middle)

615 WEST CARMEL DR., SUITE 100

(Street)

CARMEL IN 46032

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	08/28/2016		A		50,000	A	$0	140,514	D
Common Stock(2)	09/02/2016		A		37,800	A	$0	178,314	D
Common Stock								78,343	I	By Vajra Fund I, L.P.(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy)	$1.8	09/02/2016		A		75,600		(4)	09/02/2026	Common Stock	75,600	$0	230,600	D
Stock Option (Right to buy)	$1.8	09/02/2016		A		100,000		(5)	09/02/2026	Common Stock	100,000	$0	330,600	D
Warrant to Purchase Common Stock	(6)							(6)	(6)	N/A	(6)		39,171	I	By Vajra Fund I, L.P.(3)

Explanation of Responses:

1. Grant 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.

2. Grant 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.

3. Issued in the name of Vajra Fund I, L.P. The reporting person is the General Partner of Vajra Fund I, L.P.

4. Grant 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.

5. Grant 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.

6. N/A

	/s/ David Richardson	09/07/2016
	** 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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