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Filing Details

Accession Number:: 0001209191-18-000060
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-01-02 13:02:40
Reporting Period:: 2017-12-28

Accepted Time:: 2018-01-02 13:02:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1090908	Determine Inc.	DTRM	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
949119	Iii I Lloyd Miller	3300 South Dixie Highway Suite 1-365 West Palm Beach FL 33405		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-12-28	25,000	$1.69	1,326,315	No	4	S	Indirect	By Milfam II L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Milfam II L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	Acquisiton	2017-12-31	33,186	$0.00	11,061	$3.00
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	Acquisiton	2017-12-31	16,744	$0.00	5,581	$3.00
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	Acquisiton	2017-12-31	16,744	$0.00	5,581	$3.00
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	Acquisiton	2017-12-31	8,372	$0.00	2,790	$3.00
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	Acquisiton	2017-12-31	8,372	$0.00	2,790	$3.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
375,782	2016-12-27	2021-12-27	No	4	J	Indirect
226,401	2015-12-16	2020-12-16	No	4	J	Direct
226,401	2015-12-16	2020-12-16	No	4	J	Indirect
113,200	2015-12-16	2020-12-16	No	4	J	Indirect
113,200	2015-12-16	2020-12-16	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	354,788	Indirect	By LIM III - Trust A-4
Common Stock	354,787	Indirect	By MBM - Trust A-4
Common Stock	250,820	Direct
Common Stock	301,590	Indirect	By Trust C - Lloyd I. Miller
Common Stock	2,100	Indirect	By Trust D - Lloyd I. Miller
Common Stock	211,351	Indirect	By Milfam I L.P.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	$5.70		2020-12-16	138,990	138,990	Indirect
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	$5.70		2020-12-16	138,990	138,990	Direct
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	$5.70		2020-12-16	69,495	69,495	Indirect
Common Stock	Junior Secured Convertible Promissory Note and PIK Interest	$5.70		2020-12-16	69,495	69,495	Indirect
Common Stock	Additional Extension Payment Shares	$0.00			10,417	10,417	Direct
Common Stock	Additional Extension Payment Shares	$0.00			10,417	10,417	Indirect
Common Stock	Warrant	$6.00			79,787	79,787	Indirect
Common Stock	Warrant	$6.00			79,787	79,787	Indirect
Common Stock	Warrant	$6.00			79,787	79,787	Indirect
Common Stock	Warrant	$7.00	2014-08-27	2019-08-27	24,700	24,700	Indirect
Common Stock	Warrant	$7.00	2014-08-27	2019-08-27	24,701	24,701	Indirect
Common Stock	Warrant	$7.00	2014-08-27	2019-08-27	13,722	13,722	Indirect
Common Stock	Warrant	$7.00	2014-08-27	2019-08-27	74,102	74,102	Indirect
Common Stock	Warrant	$7.00	2014-07-24	2019-07-24	28,779	28,779	Indirect
Common Stock	Warrant	$7.00	2014-07-24	2019-07-24	28,779	28,779	Indirect
Common Stock	Warrant	$7.00	2014-07-24	2019-07-24	15,988	15,988	Indirect
Common Stock	Warrant	$7.00	2014-07-24	2019-07-24	86,338	86,338	Indirect
Common Stock	Series A Warrant	$7.75	2013-12-01	2018-05-31	20,447	20,447	Indirect
Common Stock	Series A Warrant	$7.75	2013-12-01	2018-05-31	20,447	20,447	Indirect
Common Stock	Series A Warrant	$7.75	2013-12-01	2018-05-31	11,359	11,359	Indirect
Common Stock	Series A Warrant	$7.75	2013-12-01	2018-05-31	61,342	61,342	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2020-12-16	138,990	138,990	Indirect
2020-12-16	138,990	138,990	Direct
2020-12-16	69,495	69,495	Indirect
2020-12-16	69,495	69,495	Indirect
	10,417	10,417	Direct
	10,417	10,417	Indirect
	79,787	79,787	Indirect
	79,787	79,787	Indirect
	79,787	79,787	Indirect
2019-08-27	24,700	24,700	Indirect
2019-08-27	24,701	24,701	Indirect
2019-08-27	13,722	13,722	Indirect
2019-08-27	74,102	74,102	Indirect
2019-07-24	28,779	28,779	Indirect
2019-07-24	28,779	28,779	Indirect
2019-07-24	15,988	15,988	Indirect
2019-07-24	86,338	86,338	Indirect
2018-05-31	20,447	20,447	Indirect
2018-05-31	20,447	20,447	Indirect
2018-05-31	11,359	11,359	Indirect
2018-05-31	61,342	61,342	Indirect

Footnotes

Shares were sold by the Reporting Person for tax planning purposes.
The price in Column 4 is a weighted average price. The prices actually paid ranged from $1.68 to $1.715 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
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.
Subject to adjustment for fractional shares.
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.
Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note
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.
Pursuant to the Guaranty Fee Agreement, in the event that the maturity date of April 30, 2019 is extended, which extended termination date shall be no later than July 30, 2020, the Issuer agrees to issue Lloyd I. Miller, III and Milfam II L.P. the shares of common stock referenced herein.
Such Warrant became exercisable six months following the date of issuance, February 6, 2015.
Such Warrant will expire on the fifth anniversary of the exercisability date.