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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SELECTICA INC [ SLTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/31/2013 | P | 58,372 | A(1) | $7 | 294,630(2) | I | By Trust A-4 - Lloyd I. Miller | ||
Common Stock | 05/31/2013 | P | 16,214 | A(1) | $7 | 81,644(2)(3) | I | By Trust C - Lloyd I. Miller | ||
Common Stock | 05/31/2013 | P | 87,559 | A(1) | $7 | 438,713(2) | I | By Milfam II L.P. | ||
Common Stock | 0(3) | I | By Milgrat I (T7) | |||||||
Common Stock | 2,100(2) | I | By Trust D - Lloyd I. Miller |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series C Convertible Preferred Stock | $0.00 | 05/31/2013 | P | 23,417(1) | (4) | (4) | Common Stock | 23,417 | $7 | 23,417(2) | I | By Trust A-4 - Lloyd I. Miller | |||
Series C Convertible Preferred Stock | $0.00 | 05/31/2013 | P | 6,505(1) | (5) | (5) | Common Stock | 6,505 | $7 | 6,505(2) | I | By Trust C - Lloyd I. Miller | |||
Series C Convertible Preferred Stock | $0.00 | 05/31/2013 | P | 35,125(1) | (6) | (6) | Common Stock | 35,125 | $7 | 35,125(2) | I | By Milfam II L.P. | |||
Series A Warrant | $8.75 | 05/31/2013 | P | 40,894(1) | 12/01/2013 | 05/31/2018 | Common Stock | 40,894 | $0.00(7) | 40,894(2) | I | By Trust A-4 - Lloyd I. Miller | |||
Series A Warrant | $8.75 | 05/31/2013 | P | 11,359(1) | 12/01/2013 | 05/31/2018 | Common Stock | 11,359 | $0.00(7) | 11,359(2) | I | By Trust C - Lloyd I. Miller | |||
Series A Warrant | $8.75 | 05/31/2013 | P | 61,342(1) | 12/01/2013 | 05/31/2018 | Common Stock | 61,342 | $0.00(7) | 61,342(2) | I | By Milfam II L.P. |
Explanation of Responses: |
1. In connection with the Purchase Agreement entered into by the Issuer and the Reporting Person, among other parties, on May 31, 2013 (as more fully described on the Form 8-K filed by the Issuer on June 3, 2013, as amended)(the "Purchase Transaction"), the Reporting Person received Common Stock, Series C Convertible Preferred Stock and Series A Warrants. |
2. 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. |
3. On August 1, 2012, 39,448 securities held by Milgrat I (T7) were transferred to Trust C. On December 21, 2012, 25,982 securities held by Milgrat I (T7) were transferred to Trust C. Such transactions only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13. |
4. Such preferred stock will automatically convert into 23,417 shares of common stock upon shareholder approval at the stockholders meeting. |
5. Such preferred stock will automatically convert into 6,505 shares of common stock upon shareholder approval at the stockholders meeting. |
6. Such preferred stock will automatically convert into 35,125 shares of common stock upon shareholder approval at the stockholders meeting. |
7. For payment of the purchase price of the Common Stock and Series C Convertible Preferred Stock in connection with the Purchase Transaction, the Reporting Person received the Series A Warrants for no additional consideration. |
Remarks: |
/s/ David J. Hoyt Attorney-in-fact | 06/04/2013 | |
** 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. |