Form 4 DETERMINE, INC. For: Dec 11 Filed by: MILLER LLOYD I III

December 13, 2017 2:30 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MILLER LLOYD I III

(Last) (First) (Middle)
3300 SOUTH DIXIE HIGHWAY
SUITE 1-365

(Street)
WEST PALM BEACH FL 33405

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DETERMINE, INC. [ DTRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 301,590 (1) I By Trust C - Lloyd I. Miller
Common Stock 419,788 (1) I By LIM III - Trust A-4
Common Stock 419,787 (1) I By MBM - Trust A-4
Common Stock 250,820 D
Common Stock 1,353,315 (1) I By Milfam II L.P.
Common Stock 2,100 (1) I By Trust D - Lloyd I. Miller
Common Stock 211,351 (1) I By Milfam I L.P.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Junior Secured Convertible Promissory Note and PIK Interest $ 3 12/27/2016 12/27/2021 Common Stock 10,736 (2) 364,721 (1) (2) (3) I By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest $ 3 12/16/2015 12/16/2020 Common Stock 5,443 (2) 220,820 (2) (3) D
Junior Secured Convertible Promissory Note and PIK Interest $ 3 12/16/2015 12/16/2020 Common Stock 5,443 (2) 220,820 (1) (2) (3) I By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest $ 3 12/16/2015 12/16/2020 Common Stock 2,722 (2) 110,410 (1) (2) (3) I By LIM III - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest $ 3 12/16/2015 12/16/2020 Common Stock 2,721 (2) 110,410 (1) (2) (3) I By MBM - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest $ 5.7 12/11/2017 J 19,323.39 (4) 12/16/2020 Common Stock 3,390 (2) (5) (5) 138,990 (1) (2) (3) I By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest $ 5.7 12/11/2017 J 19,323.32 (4) 12/16/2020 Common Stock 3,390 (2) (5) (5) 138,990 (2) (3) D
Junior Secured Convertible Promissory Note and PIK Interest $ 5.7 12/11/2017 J 9,661.66 (4) 12/16/2020 Common Stock 1,695 (2) (5) (5) 69,495 (1) (2) (3) I By LIM III - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest $ 5.7 12/11/2017 J 9,661.66 (4) 12/16/2020 Common Stock 1,695 (2) (5) (5) 69,495 (1) (2) (3) I By MBM - Trust A-4
Additional Extension Payment Shares (6) (6) (6) Common Stock 10,417 10,417 D
Additional Extension Payment Shares (6) (6) (6) Common Stock 10,417 10,417 (1) I By Milfam II L.P.
Warrant $ 6 (7) (8) Common Stock 79,787 79,787 (1) I By Milfam I L.P.
Warrant $ 6 (7) (8) Common Stock 79,787 79,787 (1) I By Milfam II L.P.
Warrant $ 6 (7) (8) Common Stock 79,787 79,787 (1) I By Trust C - Lloyd I. Miller
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 24,700 24,700 (1) I By LIM III - Trust A-4
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 24,701 24,701 (1) I By MBM - Trust A-4
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 13,722 13,722 (1) I By Trust C - Lloyd I. Miller
Warrant $ 7 08/27/2014 08/27/2019 Common Stock 74,102 74,102 (1) I By Milfam II L.P.
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 28,779 28,779 (1) I By LIM III - Trust A-4
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 28,779 28,779 (1) I By MBM - Trust A-4
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 15,988 15,988 (1) I By Trust C - Lloyd I. Miller
Warrant $ 7 07/24/2014 07/24/2019 Common Stock 86,338 86,338 (1) I By Milfam II L.P.
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 20,447 20,447 (1) I By LIM III - Trust A-4
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 20,447 20,447 (1) I By MBM - Trust A-4
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 11,359 11,359 (1) I By Trust C - Lloyd I. Miller
Series A Warrant $ 7.75 12/01/2013 05/31/2018 Common Stock 61,342 61,342 (1) I By Milfam II L.P.
Explanation of Responses:
1. 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.
2. Subject to adjustment for fractional shares.
3. Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note
4. 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.
5. 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.
6. 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.
7. Such Warrant became exercisable six months following the date of issuance, February 6, 2015.
8. Such Warrant will expire on the fifth anniversary of the exercisability date.
/s/ Paul N. Silverstein Attorney-in-fact 12/13/2017
** Signature of Reporting Person Date
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