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4//SEC Filing

MILLER LLOYD I III 4

Accession 0001209191-18-000060

CIK 0001090908other
View on SEC.govCompany Profile

Filed

Jan 1, 7:00 PM ET

Accepted

Jan 2, 1:02 PM ET

Size

53.2 KB

Accession

0001209191-18-000060

Insider Transaction Report

Form 4
Period: 2017-12-28
DETERMINE, INC.DTRM
MILLER LLOYD I III
10% Owner
Transactions
  • Other

    Junior Secured Convertible Promissory Note and PIK Interest

    2017-12-31+8,371.81→ 113,200 total(indirect: By Trust)
    Exercise: $3.00From: 2015-12-16Exp: 2020-12-16→ Common Stock (2,790 underlying)
  • Other

    Junior Secured Convertible Promissory Note and PIK Interest

    2017-12-31+33,185.75→ 375,782 total(indirect: By Milfam II L.P.)
    Exercise: $3.00From: 2016-12-27Exp: 2021-12-27→ Common Stock (11,061 underlying)
  • Other

    Junior Secured Convertible Promissory Note and PIK Interest

    2017-12-31+16,743.63→ 226,401 total
    Exercise: $3.00From: 2015-12-16Exp: 2020-12-16→ Common Stock (5,581 underlying)
  • Other

    Junior Secured Convertible Promissory Note and PIK Interest

    2017-12-31+16,743.63→ 226,401 total(indirect: By Milfam II L.P.)
    Exercise: $3.00From: 2015-12-16Exp: 2020-12-16→ Common Stock (5,581 underlying)
  • Other

    Junior Secured Convertible Promissory Note and PIK Interest

    2017-12-31+8,371.81→ 113,200 total(indirect: By Trust)
    Exercise: $3.00From: 2015-12-16Exp: 2020-12-16→ Common Stock (2,790 underlying)
  • Sale

    Common Stock

    2017-12-28$1.69/sh−25,000$42,128→ 1,326,315 total(indirect: By Milfam II L.P.)
Holdings

  • Common Stock

    (indirect: By Trust)
    354,788

  • Common Stock

    (indirect: By Trust)
    2,100

  • Junior Secured Convertible Promissory Note and PIK Interest

    (indirect: By Milfam II L.P.)
    Exercise: $5.70Exp: 2020-12-16→ Common Stock (138,990 underlying)
    138,990

  • Junior Secured Convertible Promissory Note and PIK Interest

    (indirect: By Trust)
    Exercise: $5.70Exp: 2020-12-16→ Common Stock (69,495 underlying)
    69,495

  • Additional Extension Payment Shares

    → Common Stock (10,417 underlying)
    10,417

  • Additional Extension Payment Shares

    (indirect: By Milfam II L.P.)
    → Common Stock (10,417 underlying)
    10,417

  • Warrant

    (indirect: By Milfam I L.P.)
    Exercise: $6.00→ Common Stock (79,787 underlying)
    79,787

  • Common Stock

    (indirect: By Trust)
    354,787

  • Common Stock

    (indirect: By Milfam I L.P.)
    211,351

  • Junior Secured Convertible Promissory Note and PIK Interest

    Exercise: $5.70Exp: 2020-12-16→ Common Stock (138,990 underlying)
    138,990

  • Junior Secured Convertible Promissory Note and PIK Interest

    (indirect: By Trust)
    Exercise: $5.70Exp: 2020-12-16→ Common Stock (69,495 underlying)
    69,495

  • Warrant

    (indirect: By Trust)
    Exercise: $7.00From: 2014-08-27Exp: 2019-08-27→ Common Stock (24,700 underlying)
    24,700

  • Warrant

    (indirect: By Trust)
    Exercise: $7.00From: 2014-08-27Exp: 2019-08-27→ Common Stock (24,701 underlying)
    24,701

  • Warrant

    (indirect: By Milfam II L.P.)
    Exercise: $7.00From: 2014-08-27Exp: 2019-08-27→ Common Stock (74,102 underlying)
    74,102

  • Warrant

    (indirect: By Milfam II L.P.)
    Exercise: $7.00From: 2014-07-24Exp: 2019-07-24→ Common Stock (86,338 underlying)
    86,338

  • Series A Warrant

    (indirect: By Trust)
    Exercise: $7.75From: 2013-12-01Exp: 2018-05-31→ Common Stock (11,359 underlying)
    11,359

  • Series A Warrant

    (indirect: By Milfam II L.P.)
    Exercise: $7.75From: 2013-12-01Exp: 2018-05-31→ Common Stock (61,342 underlying)
    61,342

  • Common Stock

    (indirect: By Trust)
    301,590

  • Series A Warrant

    (indirect: By Trust)
    Exercise: $7.75From: 2013-12-01Exp: 2018-05-31→ Common Stock (20,447 underlying)
    20,447

  • Common Stock

    250,820

  • Warrant

    (indirect: By Milfam II L.P.)
    Exercise: $6.00→ Common Stock (79,787 underlying)
    79,787

  • Warrant

    (indirect: By Trust)
    Exercise: $6.00→ Common Stock (79,787 underlying)
    79,787

  • Warrant

    (indirect: By Trust)
    Exercise: $7.00From: 2014-08-27Exp: 2019-08-27→ Common Stock (13,722 underlying)
    13,722

  • Warrant

    (indirect: By Trust)
    Exercise: $7.00From: 2014-07-24Exp: 2019-07-24→ Common Stock (28,779 underlying)
    28,779

  • Warrant

    (indirect: By Trust)
    Exercise: $7.00From: 2014-07-24Exp: 2019-07-24→ Common Stock (28,779 underlying)
    28,779

  • Warrant

    (indirect: By Trust)
    Exercise: $7.00From: 2014-07-24Exp: 2019-07-24→ Common Stock (15,988 underlying)
    15,988

  • Series A Warrant

    (indirect: By Trust)
    Exercise: $7.75From: 2013-12-01Exp: 2018-05-31→ Common Stock (20,447 underlying)
    20,447
Footnotes (10)
  • [F1]Shares were sold by the Reporting Person for tax planning purposes.
  • [F10]Such Warrant will expire on the fifth anniversary of the exercisability date.
  • [F2]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.
  • [F3]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.
  • [F4]Subject to adjustment for fractional shares.
  • [F5]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.
  • [F6]Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note
  • [F7]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.
  • [F8]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.
  • [F9]Such Warrant became exercisable six months following the date of issuance, February 6, 2015.

Documents

1 file

Issuer

DETERMINE, INC.

CIK 0001090908

→
Entity typeother

Related Parties

1
  • filerCIK 0000949119

Filing Metadata

Form type
4
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 1:02 PM ET
Size
53.2 KB
View on SEC.gov