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 FL 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)
09/11/2016
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 09/11/2016 J 4,434 A $5.7(1) 35,214 D
Common Stock 09/11/2016 J 4,434 A $5.7(1) 705,774(2) I By Trust A-4 - Lloyd I. Miller
Common Stock 09/11/2016 J 4,434 A $5.7(1) 1,137,711(2) I By Milfam II L.P.
Common Stock 87,410(2) I By Milgrat (D10)
Common Stock 247,180(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Junior Secured Convertible Promissory Note $3.75 12/16/2015 12/16/2020 Common Stock 160,000 160,000 D
Junior Secured Convertible Promissory Note $3.75 12/16/2015 12/16/2020 Common Stock 160,000 160,000(2) I By Milfam II L.P.
Junior Secured Convertible Promissory Note $3.75 12/16/2015 12/16/2020 Common Stock 160,000 160,000(2) I By Trust A-4 - Lloyd I. Miller
Warrant $6 (3) (4) Common Stock 79,787 79,787(2) I By Milfam I L.P.
Warrant $6 (3) (4) Common Stock 79,787 79,787(2) I By Milfam II L.P.
Warrant $6 (3) (4) Common Stock 79,787 79,787(2) I By Trust C - Lloyd I. Miller
Junior Secured Convertible Promissory Notes $5.7 (5) 12/16/2020(6) Common Stock 175,438.59(7) 175,438.59(2)(7) I By Milfam II L.P.
Junior Secured Convertible Promissory Notes $5.7 (5) 12/16/2020(6) Common Stock 175,438.59(7) 175,438.59(2)(7) I By Trust A-4 - Lloyd I. Miller
Junior Secured Convertible Promissory Notes $5.7 (5) 12/16/2020(6) Common Stock 175,438.59(7) 175,438.59(7) 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 13,722 13,722(2) I By Milgrat (D10)
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 15,988 15,988(2) I By Milgrat (D10)
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 11,359 11,359(2) I By Milgrat (D10)
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. Accrued interest on the junior secured convertible promissory note paid in the form of common stock by converting such accrued interest amount to common stock at the conversion price of $5.70.
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. Such Warrant will be exercisable six months following the date of issuance, February 6, 2015.
4. Such Warrant will expire on the fifth anniversary of the exercisability date.
5. 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.
6. The issuer and the reporting person agreed to amend the maturity date from March 11, 2020 to December 16, 2020.
7. Subject to adjustment for fractional shares.
Remarks:
/s/ David J. Hoyt Attorney-in-fact 09/12/2016
** 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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