SEC FORM 4

SEC Form 4

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

33405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SELECTICA INC [ SLTC ]

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)
05/05/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2015		J		159,574	A⁽¹⁾	$0.00	159,574⁽²⁾	I	By Milfam I L.P.
Common Stock	05/05/2015		J		159,574	A⁽¹⁾	$0.00	1,102,497⁽²⁾	I	By Milfam II L.P.
Common Stock	05/05/2015		J		159,574	A⁽¹⁾	$0.00	159,574⁽²⁾	I	By Milgrat (K10)
Common Stock								630,770⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Common Stock								175,016⁽²⁾	I	By Milgrat (D10)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Convertible Preferred Stock	$4.7	05/05/2015		J			15,957.4⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	159,574	$47	0	I	By Milfam I L.P.
Series F Convertible Preferred Stock	$4.7	05/05/2015		J			15,957.4⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	159,574	$47	0	I	By Milfam II L.P.
Series F Convertible Preferred Stock	$4.7							⁽³⁾	⁽³⁾	Common Stock	0		0⁽⁴⁾	I	By Trust C - Lloyd I. Miller
Series F Convertible Preferred Stock	$4.7	05/05/2015		J			15,957.4⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	159,574	$47	0⁽⁴⁾	I	By Milgrat (K10)
Warrant	$6							⁽⁵⁾	⁽⁶⁾	Common Stock	79,787		79,787⁽²⁾	I	By Milfam I L.P.
Warrant	$6							⁽⁵⁾	⁽⁶⁾	Common Stock	79,787		79,787⁽²⁾	I	By Milfam II L.P.
Warrant	$6							⁽⁵⁾	⁽⁶⁾	Common Stock	0		0⁽⁷⁾	I	By Trust C - Lloyd I. Miller
Warrant	$6							⁽⁵⁾	⁽⁶⁾	Common Stock	79,787		79,787⁽²⁾⁽⁷⁾	I	By Milgrat (K10)
Junior Secured Convertible Promissory Notes	$5.7							⁽⁸⁾	⁽⁹⁾	Common Stock	175,438.59⁽¹⁰⁾		175,438.59⁽²⁾⁽¹⁰⁾	I	By Milfam II L.P.
Junior Secured Convertible Promissory Notes	$5.7							⁽⁸⁾	⁽⁹⁾	Common Stock	175,438.59⁽¹⁰⁾		175,438.59⁽²⁾⁽¹⁰⁾	I	By Trust A-4 - Lloyd I. Miller
Junior Secured Convertible Promissory Notes	$5.7							⁽⁸⁾	⁽⁹⁾	Common Stock	175,438.59⁽¹⁰⁾		175,438.59⁽¹⁰⁾	D
Warrant	$7							08/27/2014	08/27/2019	Common Stock	49,401		49,401⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7							08/27/2014	08/27/2019	Common Stock	13,722		13,722⁽²⁾	I	By Milgrat (D10)
Warrant	$7							08/27/2014	08/27/2019	Common Stock	74,102		74,102⁽²⁾	I	By Milfam II L.P.
Warrant	$7							07/24/2014	07/24/2019	Common Stock	57,558		57,558⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7							07/24/2014	07/24/2019	Common Stock	15,988		15,988⁽²⁾	I	By Milgrat (D10)
Warrant	$7							07/24/2014	07/24/2019	Common Stock	86,338		86,338⁽²⁾	I	By Milfam II L.P.
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	40,894		40,894⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	11,359		11,359⁽²⁾	I	By Milgrat (D10)
Series A Warrant	$7.75							12/01/2013	05/31/2018	Common Stock	61,342		61,342⁽²⁾	I	By Milfam II L.P.

Explanation of Responses:

1. As previously reported, 15,957.40 Series F Convertible Preferred Stock would automatically convert into 159,574 shares of common stock upon shareholder approval at the stockholders meeting. On May 5, 2015, the shareholders approved the conversion of Series F Convertible Preferred Stock sold in the financing into shares of common stock.

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. Such Preferred Stock automatically converted into 159,574 shares of common stock upon approval by the stockholders at the stockholders meeting held on May 5, 2015.

4. On March 20, 2015, 15957.40 Series F Convertible Preferred Stock held by Trust C were transferred to Milgrat (K10). Such transaction 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.

5. Such Warrant will be 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. On March 20, 2015, 79,787 Warrants held by Trust C were transferred to Milgrat (K10). Such transaction 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.

8. 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 the negotiation and execution of definitive agreements. Such definitive agreements will reflect that the notes may be converted into shares of common stock at the sole option of the reporting person at any time and from time to time prior to the maturity date.

9. Such Note will expire on the fifth anniversary of the date of issuance.

10. Subject to adjustment for fractional shares.

Remarks:

	/s/ David J. Hoyt Attorney-in-fact	05/07/2015
	** 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).
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