0001209191-17-020335.txt : 20170313 0001209191-17-020335.hdr.sgml : 20170313 20170313191912 ACCESSION NUMBER: 0001209191-17-020335 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170311 FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170313 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 615 WEST CARMEL DRIVE STREET 2: SUITE 100 CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 650-532-1500 MAIL ADDRESS: STREET 1: 615 WEST CARMEL DRIVE STREET 2: SUITE 100 CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: SELECTICA INC DATE OF NAME CHANGE: 19991203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29637 FILM NUMBER: 17686637 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-11 0 0001090908 DETERMINE, INC. DTRM 0000949119 MILLER LLOYD I III 3300 SOUTH DIXIE HIGHWAY SUITE 1-365 WEST PALM BEACH FL 33405 0 0 1 0 Common Stock 112728 D Common Stock 1215225 I By Milfam II L.P. Common Stock 709817 I By Trust A-4 - Lloyd I. Miller Common Stock 334590 I By Trust C - Lloyd I. Miller Common Stock 2100 I By Trust D - Lloyd I. Miller Common Stock 211351 I By Milfam I L.P. Junior Secured Convertible Promissory Note 3.00 2016-12-27 2021-12-27 Common Stock 333333 333333 I By Milfam II L.P. PIK Interest on Junior Secured Convertible Promissory Note 3.00 2016-12-27 2021-12-27 Common Stock 439 439 I By Milfam II L.P. Junior Secured Convertible Promissory Note 3.00 2015-12-16 2020-12-16 Common Stock 200000 200000 D PIK Interest on Junior Secured Convertible Promissory Note 3.00 2015-12-16 2020-12-16 Common Stock 5054 5054 D Junior Secured Convertible Promissory Note 3.00 2015-12-16 2020-12-16 Common Stock 200000 200000 I By Milfam II L.P. PIK Interest on Junior Secured Convertible Promissory Note 3.00 2015-12-16 2020-12-16 Common Stock 5054 5054 I By Milfam II L.P. Junior Secured Convertible Promissory Note 3.00 2015-12-16 2020-12-16 Common Stock 200000 200000 I By Trust A-4 - Lloyd I. Miller PIK Interest on Junior Secured Convertible Promissory Note 3.00 2015-12-16 2020-12-16 Common Stock 5054 5054 I By Trust A-4 - Lloyd I. Miller Warrant 6.00 Common Stock 79787 79787 I By Milfam I L.P. Warrant 6.00 Common Stock 79787 79787 I By Milfam II L.P. Warrant 6.00 Common Stock 79787 79787 I By Trust C - Lloyd I. Miller Junior Secured Convertible Promissory Notes 5.70 2020-12-16 Common Stock 175438.59 175438.59 I By Milfam II L.P. PIK Interest on Junior Secured Convertible Promissory Note 5.70 2020-12-16 Common Stock 4385 4385 I By Milfam II L.P. PIK Interest on Junior Secured Convertible Promissory Note 5.70 2017-03-11 4 J 0 25343.41 0.00 A 2020-12-16 Common Stock 4446 4446 I By Milfam II L.P. Junior Secured Convertible Promissory Notes 5.70 2020-12-16 Common Stock 175438.59 175438.59 I By Trust A-4 - Lloyd I. Miller PIK Interest on Junior Secured Convertible Promissory Note 5.70 2020-12-16 Common Stock 4385 4385 I By Trust A-4 - Lloyd I. Miller PIK Interest on Junior Secured Convertible Promissory Note 5.70 2017-03-11 4 J 0 25343.41 0.00 A 2020-12-16 Common Stock 4446 4446 I By Trust A-4 - Lloyd I. Miller Junior Secured Convertible Promissory Notes 5.70 2020-12-16 Common Stock 175438.59 175438.59 D PIK Interest on Junior Secured Convertible Promissory Note 5.70 2020-12-16 Common Stock 4385 4385 D PIK Interest on Junior Secured Convertible Promissory Note 5.70 2017-03-11 4 J 0 25343.41 0.00 A 2020-12-16 Common Stock 4446 4446 D Warrant 7.00 2014-08-27 2019-08-27 Common Stock 49401 49401 I By Trust A-4 - Lloyd I. Miller Warrant 7.00 2014-08-27 2019-08-27 Common Stock 13722 13722 I By Trust C - Lloyd I. Miller Warrant 7.00 2014-08-27 2019-08-27 Common Stock 74102 74102 I By Milfam II L.P. Warrant 7.00 2014-07-24 2019-07-24 Common Stock 57558 57558 I By Trust A-4 - Lloyd I. Miller Warrant 7.00 2014-07-24 2019-07-24 Common Stock 15988 15988 I By Trust C - Lloyd I. Miller Warrant 7.00 2014-07-24 2019-07-24 Common Stock 86338 86338 I By Milfam II L.P. Series A Warrant 7.75 2013-12-01 2018-05-31 Common Stock 40894 40894 I By Trust A-4 - Lloyd I. Miller Series A Warrant 7.75 2013-12-01 2018-05-31 Common Stock 11359 11359 I By Trust C - Lloyd I. Miller Series A Warrant 7.75 2013-12-01 2018-05-31 Common Stock 61342 61342 I By Milfam II L.P. 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. 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. Such Warrant will be exercisable six months following the date of issuance, February 6, 2015. Such Warrant will expire on the fifth anniversary of the exercisability date. 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. The issuer and the reporting person agreed to amend the maturity date from March 11, 2020 to December 16, 2020. Subject to adjustment for fractional shares. /s/ Paul N. Silverstein Attorney-in-fact 2017-03-13