0001535264-17-000012.txt : 20170210 0001535264-17-000012.hdr.sgml : 20170210 20170210104302 ACCESSION NUMBER: 0001535264-17-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: ADAM C. STETTNER GROUP MEMBERS: AUSITN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS, LLC GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. GROUP MEMBERS: SST ADVISERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DETERMINE, INC. CENTRAL INDEX KEY: 0001090908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770432030 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60961 FILM NUMBER: 17590488 BUSINESS ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-532-1500 MAIL ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: SELECTICA INC DATE OF NAME CHANGE: 19991203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AWM Investment Company, Inc. CENTRAL INDEX KEY: 0001535264 IRS NUMBER: 113086452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-6670 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 determine13gt4.txt DETERMINE 13G/A THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Determine, Inc. (Formally known as Selectica, Inc.) (Name of Issuer) Common Stock, Par Value $.0001 (Title of Class of Securities) 74966K102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person?s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 74966K102 (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): AWM Investment Company, Inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)___ b)___ (3) SEC Use Only (4) Citizenship or Place of Organization: Delaware, United States Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 716,220** (6) Shared Voting Power: 0** (7) Sole Dispositive Power: 716,220** (8) Shared Dispositive Power: 0** (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 716,220** (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): (11) Percent of Class Represented by Amount in Row (9): 6.2%** (12) Type of Reporting Person (See Instructions): IA **AWM Investment Company, Inc., a Delaware Corporation (?AWM?), is the invest- ment adviser to Special Situations Private Equity Fund, L.P. (?SSPE?), Special Situations Technology Fund, L.P. (?TECH?) and Special Situations Technology Fund II, L.P. (?TECH II?). (SSPE, TECH and TECH II will hereafter be referred to as the ?Funds?). As the investment adviser to the Funds, AWM holds sole voting and investment power over 279,591 shares of Common Stock of the Issuer (the ?Shares?) and 127,583 Warrants*** to purchase Shares held by SSPE, 66,522 Shares and 33,069 Warrants*** to purchase Shares held by TECH and 370,107 Shares and 184,601 Warrants*** to purchase Shares held by TECH II. Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?) and Adam C. Stettner ?Stettner?) previously reported the Shares held by the Funds on Schedule 13G. Accordingly, reference should be made to Marxe, Greenhouse and Stettner (CIK 0001044321) for filings prior to February 14, 2015 with the Securities and Exchange Commission relating to the Shares held by each of the Funds. See Items 2 and 4 of this Schedule for additional information. *** Warrants described herein may be exercised to the extent that the total number of shares of Common Stock then beneficially owned does not exceed 4.99% of the outstanding shares. The Holder may request an increase of up to 9.99% of the outstanding shares, effective on the 61st day after notice is given to the Company. Item 1(a). Name Of Issuer: Selectica, Inc. Item 1(b). Address of Issuer?s Principal Executive Offices: 2121 South El Camino Real-10th Floor San Mateo, CA 94403 Item 2(a). Name of Person Filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (?AWM?), which is the investment adviser to Special Situations Private Equity Fund, L.P., a Delaware limited partnership (?SSPE?), Special Situations Technology Fund, L.P., a Delaware limited partnership (?TECH?) and Special Situations Technology Fund II, L.P., a Delaware limited partnership (?TECH II?), (SSPE, TECH and TECH II will hereafter be referred to as the ?Funds?). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?) are members of: MG Advisers, L.L.C., a New York limited liability company (?MG?), the general partner of SSPE and SST Advisers, L.L.C., a Delaware limited liability company (?SSTA?), the general partner of TECH and TECH II. Marxe, Greenhouse and Stettner are also controlling principals of AWM. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. Item 2(c). Citizenship: AWM is a Delaware Corporation. Item 2(d). Title of Class of Securities: Common Stock, Par Value $.0001 Item 2(e). CUSIP No.: 74966K102 Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned: 716,220** (b) Percent of Class: 6.2%** (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote: 716,220** (ii) shared power to vote or to direct the vote: 0** (iii) sole power to dispose or to direct the disposition of: 716,220** (iv) shared power to dispose or to direct the disposition of: 0** ______________________________________________________________________ ** AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting and investment power over 279,591 shares of Common Stock of the Issuer (the ?Shares?) and 127,583 Warrants*** to purchase shares held by SSPE, 66,522 Shares and 33,069 Warrants*** to purchase Shares held by TECH and 370,107 Shares and 184,601 Warrants*** to purchase Shares held by TECH II. Marxe, Greenhouse and Stettner are members of: MG, the general partner of SSPE and SSTA, the general partner of TECH and TECH II. Marxe, Greenhouse and Stettner are also controlling principals of AWM. Marxe, Greenhouse and Stettner previously reported the Shares held by the Funds on Schedule 13G. Accordingly, reference should be made to Marxe, Greenhouse and Stettner (CIK #0001044321) for filings prior to February 14, 2015 with the Securities and Exchange Commission relating to the Shares held by each of the Funds. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ___ Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2017 AWM INVESTMENT COMPANY, INC. By: Name: David M. Greenhouse Title: Executive Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -2-