Initial Statement of Beneficial Ownership (3)
January 22 2018 - 1:47PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
SUBIN NEIL S
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/12/2018
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3. Issuer Name
and
Ticker or Trading Symbol
DETERMINE, INC. [DTRM]
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(Last)
(First)
(Middle)
3300 SOUTH DIXIE HIGHWAY, SUITE 1-365
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
WEST PALM BEACH, FL 33405
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1326315
(1)
(2)
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I
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By Milfam II L.P.
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Common Stock
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354788
(1)
(2)
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I
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By LIM III - Trust A-4
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Common Stock
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354787
(1)
(2)
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I
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By MBM - Trust A-4
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Common Stock
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301590
(1)
(2)
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I
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By Trust C - Lloyd I. Miller
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Common Stock
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211351
(1)
(2)
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I
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By Milfam I L.P.
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Common Stock
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2100
(1)
(2)
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I
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By Trust D - Lloyd I. Miller
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Common Stock
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250820
(1)
(2)
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I
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By Lloyd I. Miller, III Revocable Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Junior Secured Convertible Promissory Note and PIK Interest
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5/5/2015
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12/16/2020
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Common Stock
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138990
(1)
(2)
(3)
(4)
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$5.70
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I
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By Milfam II L.P.
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Junior Secured Convertible Promissory Note and PIK Interest
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5/5/2015
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12/16/2020
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Common Stock
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138990
(1)
(2)
(3)
(4)
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$5.70
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I
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By Lloyd I. Miller, III Revocable Trust
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Junior Secured Convertible Promissory Note and PIK Interest
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5/5/2015
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12/16/2020
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Common Stock
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69495
(1)
(2)
(3)
(4)
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$5.70
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I
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By LIM III - Trust A-4
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Junior Secured Convertible Promissory Note and PIK Interest
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5/5/2015
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12/16/2020
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Common Stock
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69495
(1)
(2)
(3)
(4)
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$5.70
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I
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By MBM - Trust A-4
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Junior Secured Convertible Promissory Note and PIK Interest
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12/16/2015
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12/16/2020
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Common Stock
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226401
(1)
(2)
(3)
(4)
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$3.00
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I
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By Milfam II L.P.
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Junior Secured Convertible Promissory Note and PIK Interest
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12/16/2015
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12/16/2020
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Common Stock
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226401
(1)
(2)
(3)
(4)
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$3.00
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I
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By Lloyd I. Miller III Revocable Trust
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Junior Secured Convertible Promissory Note and PIK Interest
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12/16/2015
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12/16/2020
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Common Stock
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113200
(1)
(2)
(3)
(4)
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$3.00
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I
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By LIM III - Trust-4
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Junior Secured Convertible Promissory Note and PIK Interest
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12/16/2015
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12/15/2020
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Common Stock
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113200
(1)
(2)
(3)
(4)
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$3.00
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I
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By MBM -Trust A-4
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Junior Secured Convertible Promissory Note and PIK Interest
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12/27/2016
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12/27/2021
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Common Stock
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375782
(1)
(2)
(3)
(4)
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$3.00
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I
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By Milfam II L.P.
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Warrant
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(5)
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(6)
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Common Stock
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79787
(1)
(2)
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$6.00
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I
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By Milfam I L.P.
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Warrant
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(5)
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(6)
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Common Stock
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79787
(1)
(2)
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$6.00
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I
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By Milfam II L.P.
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Warrant
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(5)
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(6)
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Common Stock
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79787
(1)
(2)
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$6.00
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I
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By Trust C - Lloyd I. Miller
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Series A Warrant
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12/1/2013
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5/31/2018
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Common Stock
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61342
(1)
(2)
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$7.75
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I
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By Milfam II L.P.
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Series A Warrant
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12/1/2013
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5/31/2018
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Common Stock
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20447
(1)
(2)
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$7.75
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I
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By LIM III- Trust A-4
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Series A Warrant
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12/1/2013
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5/31/2018
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Common Stock
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20447
(1)
(2)
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$7.75
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I
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By MBM - Trust A-4
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Series A Warrant
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12/1/2013
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5/31/2018
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Common Stock
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11359
(1)
(2)
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$7.75
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I
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By Trust C - Lloyd I. Miller
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Warrant
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7/24/2014
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7/24/2019
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Common Stock
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86338
(1)
(2)
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$7.00
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I
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By Milfam II L.P.
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Warrant
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7/24/2014
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7/24/2019
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Common Stock
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28779
(1)
(2)
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$7.00
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I
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By LIM III - Trust A-4
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Warrant
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7/24/2014
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7/24/2019
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Common Stock
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28779
(1)
(2)
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$7.00
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I
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By MBM - Trust A-4
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Warrant
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7/24/2014
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7/24/2019
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Common Stock
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15988
(1)
(2)
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$7.00
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I
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By Trust C - Lloyd I. Miller
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Warrant
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8/27/2014
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8/27/2019
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Common Stock
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74102
(1)
(2)
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$7.00
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I
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By Milfam II L.P.
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Warrant
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8/27/2014
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8/27/2019
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Common Stock
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24700
(1)
(2)
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$7.00
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I
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By LIM III - Trust A-4
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Warrant
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8/27/2014
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8/27/2019
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Common Stock
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24701
(1)
(2)
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$7.00
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I
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By MBM - Trust A-4
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Warrant
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8/27/2014
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8/27/2019
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Common Stock
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13722
(1)
(2)
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$7.00
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I
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By Trust C - Lloyd I. Miller
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Additional Extension Payment Shares
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(7)
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(7)
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Common Stock
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10417
(1)
(2)
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(7)
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I
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By Milfam II L.P.
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Additional Extension Payment Shares
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(7)
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(7)
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Common Stock
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10417
(1)
(2)
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(7)
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I
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By Lloyd I. Miller, III Revocable Trust
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Explanation of Responses:
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(1)
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Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing.
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(2)
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Mr. Neil Subin has succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of Miller family trusts. There has been no acquisition transaction by the reporting person with respect to the securities reported herein within the meaning of Section 16 of the Securities Exchange Act
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(3)
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Subject to adjustment for fractional shares.
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(4)
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Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note.
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(5)
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Such Warrant became exercisable six months following the date of issuance, February 6, 2015.
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(6)
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Such Warrant will expire on the fifth anniversary of the exercisability date.
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(7)
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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 Revocable Trust and Milfam II L.P. the shares of common stock referenced herein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SUBIN NEIL S
3300 SOUTH DIXIE HIGHWAY
SUITE 1-365
WEST PALM BEACH, FL 33405
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X
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Signatures
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/s/ Paul N. Silverstein
Attorney-in-fact
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1/22/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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