Miller Lloyd I Iii Form 4 DETERMINE / 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)
12/27/2016

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)
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	12/27/2016		J		73,471	A	$0.00⁽¹⁾	112,728	D
Common Stock	12/27/2016		J		73,471	A	$0.00⁽¹⁾	1,215,225⁽²⁾	I	By Milfam II L.P.
Common Stock								709,817⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Common Stock								0⁽³⁾	I	By Milgrat (D10)
Common Stock								334,590⁽²⁾⁽³⁾	I	By Trust C - Lloyd I. Miller
Common Stock								2,100⁽²⁾	I	By Trust D - Lloyd I. Miller
Common Stock								211,351⁽²⁾	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	$3	12/27/2016		P		1,000,000		12/27/2016	12/27/2021	Common Stock	333,333	$0.00	333,333⁽²⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note	$3⁽⁴⁾							12/16/2015	12/16/2020	Common Stock	200,000⁽⁵⁾		200,000	D
Junior Secured Convertible Promissory Note	$3⁽⁴⁾							12/16/2015	12/16/2020	Common Stock	200,000⁽⁵⁾		200,000⁽²⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Note	$3⁽⁴⁾							12/16/2015	12/16/2020	Common Stock	200,000⁽⁵⁾		200,000⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$6							⁽⁶⁾	⁽⁷⁾	Common Stock	79,787		79,787⁽²⁾	I	By Milfam I L.P.
Warrant	$6							⁽⁶⁾	⁽⁷⁾	Common Stock	79,787		79,787⁽²⁾	I	By Milfam II L.P.
Warrant	$6							⁽⁶⁾	⁽⁷⁾	Common Stock	79,787		79,787⁽²⁾	I	By Trust C - Lloyd I. Miller
Junior Secured Convertible Promissory Notes	$5.7							⁽⁸⁾	12/16/2020⁽⁹⁾	Common Stock	175,438.59⁽¹⁰⁾		175,438.59⁽²⁾⁽¹⁰⁾	I	By Milfam II L.P.
PIK Interest on Junior Secured Convertible Promissory Note	$5.7	12/27/2016		J⁽¹¹⁾		25,000		⁽⁸⁾	12/16/2020⁽⁹⁾	Common Stock	4,385	$0.00	4,385⁽²⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Notes	$5.7							⁽⁸⁾	12/16/2020⁽⁹⁾	Common Stock	175,438.59⁽¹⁰⁾		175,438.59⁽²⁾⁽¹⁰⁾	I	By Trust A-4 - Lloyd I. Miller
PIK Interest on Junior Secured Convertible Promissory Note	$5.7	12/27/2016		J⁽¹¹⁾		25,000		⁽⁸⁾	12/16/2020⁽⁹⁾	Common Stock	4,385	$0.00	4,385⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Junior Secured Convertible Promissory Notes	$5.7							⁽⁸⁾	12/16/2020⁽⁹⁾	Common Stock	175,438.59⁽¹⁰⁾		175,438.59⁽¹⁰⁾	D
PIK Interest on Junior Secured Convertible Promissory Note	$5.7	12/27/2016		J⁽¹¹⁾		25,000		⁽⁸⁾	12/16/2020⁽⁹⁾	Common Stock	4,385	$0.00	4,385	D
Warrant	$7							08/27/2014	08/27/2019	Common Stock	49,401		49,401⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7							08/27/2014	08/27/2019	Common Stock	0		0⁽¹²⁾	I	By Milgrat (D10)
Warrant	$7							08/27/2014	08/27/2019	Common Stock	13,722		13,722⁽²⁾⁽¹²⁾	I	By Trust C - Lloyd I. Miller
Warrant	$7							08/27/2014	08/27/2019	Common Stock	74,102		74,102⁽²⁾	I	By Milfam II L.P.
Warrant	$7							07/24/2014	07/24/2019	Common Stock	57,558		57,558⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7							07/24/2014	07/24/2019	Common Stock	0		0⁽¹³⁾	I	By Milgrat (D10)
Warrant	$7							07/24/2014	07/24/2019	Common Stock	15,988		15,988⁽²⁾⁽¹³⁾	I	By Trust C - Lloyd I. Miller
Warrant	$7							07/24/2014	07/24/2019	Common Stock	86,338		86,338⁽²⁾	I	By Milfam II L.P.
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	40,894		40,894⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	0		0⁽¹⁴⁾	I	By Milgrat (D10)
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	11,359		11,359⁽²⁾⁽¹⁴⁾	I	By Trust C - Lloyd I. Miller
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	61,342		61,342⁽²⁾	I	By Milfam II L.P.

Explanation of Responses:

1. Common stock paid in full satisfaction and in lieu of monthly fees owed by Issuer to Reporting Person under a guaranty agreement.

2. 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.

3. On November 8, 2016, 87,410 shares held by Milgrat (D10) were transferred to Trust C. Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.

4. As a result of an amendment on December 27, 2016 (the "December Amendment"), to the Junior Secured Convertible Promissory Note, the conversion price was amended from $3.75 to $3.00.

5. The number of shares has been amended to account for the change in conversion price as set forth in the December Amendment.

6. Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.

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

8. 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.

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

10. Subject to adjustment for fractional shares.

11. 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.

12. On November 8, 2016, 13,722 Warrants held by Milgrat (D10) were transferred to Trust C. Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.

13. On November 8, 2016, 15,988 Warrants held by Milgrat (D10) were transferred to Trust C. Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.

14. On November 8, 2016, 11,359 Series A Warrants held by Milgrat (D10) were transferred to Trust C. Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.

Remarks:

	/s/ David J. Hoyt Attorney-in-fact	12/29/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Miller Lloyd I Iii Inactive Form 4DETERMINE / LLOYD I MILLER III ownership change