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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DETERMINE, INC. [ DTRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/30/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 1,326,315(1)(2) | I | By Milfam II L.P. | |||||||
Common Stock | 354,789(1)(2)(3) | I | By LIM III - Trust A-4 | |||||||
Common Stock | 354,786(1)(2)(4) | I | By MBM - Trust A-4 | |||||||
Common Stock | 301,590(1)(2) | I | By Trust C - Lloyd I. Miller | |||||||
Common Stock | 211,351(1)(2) | I | By Milfam I L.P. | |||||||
Common Stock | 2,100(1)(2) | I | By Trust D - Lloyd I. Miller | |||||||
Common Stock | 250,820(1)(2) | I | By Lloyd I. Miller, III Revocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Junior Secured Convertible Promissory Note and PIK Interest | $3 | 06/30/2018 | J | 16,561.63 | 12/16/2015 | 12/16/2020 | Common Stock | 5,520(5)(6) | (6) | 237,380(1)(2)(5)(7) | I | By Milfam II L.P. | |||
Junior Secured Convertible Promissory Note and PIK Interest | $3 | 06/30/2018 | J | 16,561.63 | 12/16/2015 | 12/16/2020 | Common Stock | 5,520(5)(6) | (6) | 237,380(1)(2)(5)(7) | I | By Lloyd I. Miller, III Revocable Trust | |||
Junior Secured Convertible Promissory Note and PIK Interest | $3 | 06/30/2018 | J | 8,280.82 | 12/16/2015 | 12/16/2020 | Common Stock | 2,760(5)(6) | (6) | 118,688(1)(2)(5)(7)(8) | I | By LIM III - Trust A-4 | |||
Junior Secured Convertible Promissory Note and PIK Interest | $3 | 06/30/2018 | J | 8,280.82 | 12/16/2015 | 12/16/2020 | Common Stock | 2,760(5)(6) | (6) | 118,688(1)(2)(5)(7)(8) | I | By MBM - Trust A-4 | |||
Junior Secured Convertible Promissory Note and PIK Interest | $3 | 06/30/2018 | J | 32,825.04 | 12/27/2016 | 12/27/2021 | Common Stock | 10,941(5)(6) | (6) | 397,544(1)(2)(5)(7)(9) | I | By Milfam II L.P. |
Explanation of Responses: |
1. Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing. |
2. Mr. Neil Subin succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of Miller family trusts. |
3. Due to a clerical error, the reporting person previously reported that LIM III - Trust A-4 held 354,788 shares when in fact it should have been 354,789 shares. |
4. Due to a clerical error, the reporting person previously reported that MBM - Trust A-4 held 354,787 shares when in fact it should have been 354,786 shares. |
5. Subject to adjustment for fractional shares. |
6. 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. |
7. Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note. |
8. Due to a clerical error, the reporting person previously reported that, prior to the PIK shares reported as being acquired herein, LIM III - Trust A-4 held 115,929 shares, when in fact it should have been 115,928 shares. |
9. In addition, as reported in Amendment No. 2 to the Schedule 13D filed by the reporting person on June 25, 2018, the reporting person entered into the Amendment to Guaranty Fee Agreement, pursuant to which the reporting person agreed to forgo the future rights to receive the Additional Extension Payment Shares that had previously been reported on that certain Form 3 dated January 22, 2018. |
Remarks: |
/s/ Paul N. Silverstein Attorney-in-fact | 07/03/2018 | |
** 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. |