Form 3 DETERMINE, INC. For: Jan 12 Filed by: SUBIN NEIL S

January 22, 2018 1:46 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
SUBIN NEIL S

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

(Street)
WEST PALM BEACH FL 33405

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2018
3. Issuer Name and Ticker or Trading Symbol
DETERMINE, INC. [ DTRM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,326,315 (1) (2)
I
By Milfam II L.P.
Common Stock 354,788 (1) (2)
I
By LIM III - Trust A-4
Common Stock 354,787 (1) (2)
I
By MBM - Trust A-4
Common Stock 301,590 (1) (2)
I
By Trust C - Lloyd I. Miller
Common Stock 211,351 (1) (2)
I
By Milfam I L.P.
Common Stock 2,100 (1) (2)
I
By Trust D - Lloyd I. Miller
Common Stock 250,820 (1) (2)
I
By Lloyd I. Miller, III Revocable Trust
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Junior Secured Convertible Promissory Note and PIK Interest 05/05/2015 12/16/2020 Common Stock 138,990 (1) (2) (3) (4) 5.7 I By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest 05/05/2015 12/16/2020 Common Stock 138,990 (1) (2) (3) (4) 5.7 I By Lloyd I. Miller, III Revocable Trust
Junior Secured Convertible Promissory Note and PIK Interest 05/05/2015 12/16/2020 Common Stock 69,495 (1) (2) (3) (4) 5.7 I By LIM III - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest 05/05/2015 12/16/2020 Common Stock 69,495 (1) (2) (3) (4) 5.7 I By MBM - Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest 12/16/2015 12/16/2020 Common Stock 226,401 (1) (2) (3) (4) 3 I By Milfam II L.P.
Junior Secured Convertible Promissory Note and PIK Interest 12/16/2015 12/16/2020 Common Stock 226,401 (1) (2) (3) (4) 3 I By Lloyd I. Miller III Revocable Trust
Junior Secured Convertible Promissory Note and PIK Interest 12/16/2015 12/16/2020 Common Stock 113,200 (1) (2) (3) (4) 3 I By LIM III - Trust-4
Junior Secured Convertible Promissory Note and PIK Interest 12/16/2015 12/15/2020 Common Stock 113,200 (1) (2) (3) (4) 3 I By MBM -Trust A-4
Junior Secured Convertible Promissory Note and PIK Interest 12/27/2016 12/27/2021 Common Stock 375,782 (1) (2) (3) (4) 3 I By Milfam II L.P.
Warrant (5) (6) Common Stock 79,787 (1) (2) 6 I By Milfam I L.P.
Warrant (5) (6) Common Stock 79,787 (1) (2) 6 I By Milfam II L.P.
Warrant (5) (6) Common Stock 79,787 (1) (2) 6 I By Trust C - Lloyd I. Miller
Series A Warrant 12/01/2013 05/31/2018 Common Stock 61,342 (1) (2) 7.75 I By Milfam II L.P.
Series A Warrant 12/01/2013 05/31/2018 Common Stock 20,447 (1) (2) 7.75 I By LIM III- Trust A-4
Series A Warrant 12/01/2013 05/31/2018 Common Stock 20,447 (1) (2) 7.75 I By MBM - Trust A-4
Series A Warrant 12/01/2013 05/31/2018 Common Stock 11,359 (1) (2) 7.75 I By Trust C - Lloyd I. Miller
Warrant 07/24/2014 07/24/2019 Common Stock 86,338 (1) (2) 7 I By Milfam II L.P.
Warrant 07/24/2014 07/24/2019 Common Stock 28,779 (1) (2) 7 I By LIM III - Trust A-4
Warrant 07/24/2014 07/24/2019 Common Stock 28,779 (1) (2) 7 I By MBM - Trust A-4
Warrant 07/24/2014 07/24/2019 Common Stock 15,988 (1) (2) 7 I By Trust C - Lloyd I. Miller
Warrant 08/27/2014 08/27/2019 Common Stock 74,102 (1) (2) 7 I By Milfam II L.P.
Warrant 08/27/2014 08/27/2019 Common Stock 24,700 (1) (2) 7 I By LIM III - Trust A-4
Warrant 08/27/2014 08/27/2019 Common Stock 24,701 (1) (2) 7 I By MBM - Trust A-4
Warrant 08/27/2014 08/27/2019 Common Stock 13,722 (1) (2) 7 I By Trust C - Lloyd I. Miller
Additional Extension Payment Shares (7) (7) Common Stock 10,417 (1) (2) (7) I By Milfam II L.P.
Additional Extension Payment Shares (7) (7) Common Stock 10,417 (1) (2) (7) I By Lloyd I. Miller, III Revocable Trust
Explanation of Responses:
1. 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.
2. 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
3. Subject to adjustment for fractional shares.
4. Includes all previously reported PIK Interest on Junior Secured Convertible Promissory Note.
5. Such Warrant became exercisable six months following the date of issuance, February 6, 2015.
6. Such Warrant will expire on the fifth anniversary of the exercisability date.
7. 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.
/s/ Paul N. Silverstein Attorney-in-fact 01/22/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS


Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Paul N. Silverstein, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:

(1) prepare, execute and acknowledge for and on behalf of the undersigned, in
the undersigned's capacity as an officer, director and/or a beneficial owner of
more than 10 percent of common stock of Determine, Inc. (the "Company"), Forms
3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange
Act");

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare, complete and execute any such Form 3,
4, or 5, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority;

(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any
third party, including brokers, employee benefit plan administrators and
trustees, and the undersigned hereby authorizes any such person to release any
such information to such attorney-in-fact and approves and ratifies any such
release of information; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as the attorney-in-fact may approve in
the attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that the attorney-in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that:  (i) this power of attorney
authorizes the attorney-in-fact to act in his discretion in preparing Forms 3, 4
and 5 on information provided to the attorney-in-fact without independent
verification of such information; (ii) the attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming nor relieving, nor
is the Company assuming nor relieving, any of the undersigned's responsibilities
to comply with Section 16 of the Exchange Act; (iii) neither the Company nor the
foregoing attorney-in-fact assume any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act or any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 19th day of January, 2018.

/s/ Neil S. Subin
---------------------------
Signature

Neil S. Subin
-------------------------
Print Name


Categories

SEC Filings