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)

222 LAKEVIEW AVENUE

SUITE 160-365

(Street)

WEST PALM BEACH

33401

(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)
01/24/2014

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	01/24/2014		P		60,947	A⁽¹⁾	$6	378,994⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Common Stock	01/24/2014		P		16,930	A⁽¹⁾	$6	105,079⁽²⁾	I	By Trust C - Lloyd I. Miller
Common Stock	01/24/2014		P		91,422	A⁽¹⁾	$6	565,260⁽²⁾	I	By Milfam II L.P.
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 D Convertible Preferred Stock	$6	01/24/2014		P		5,416.9⁽¹⁾		⁽³⁾	⁽³⁾	Common Stock	54,169	$60	54,169⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Series D Convertible Preferred Stock	$6	01/24/2014		P		1,504.7⁽¹⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	15,047	$60	15,047⁽²⁾	I	By Trust C - Lloyd I. Miller
Series D Convertible Preferred Stock	$6	01/24/2014		P		8,125.3⁽¹⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	81,253	$60	81,253⁽²⁾	I	By Milfam II L.P.
Warrant	$7	01/24/2014		P		57,558⁽¹⁾		07/24/2014	07/24/2019	Common Stock	57,558	$0.00⁽⁶⁾	57,558⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Warrant	$7	01/24/2014		P		15,988⁽¹⁾		07/24/2014	07/24/2019	Common Stock	15,988	$0.00⁽⁶⁾	15,988⁽²⁾	I	By Trust C - Lloyd I. Miller
Warrant	$7	01/24/2014		P		86,338⁽¹⁾		07/24/2014	07/24/2019	Common Stock	86,338	$0.00⁽⁶⁾	86,338⁽²⁾	I	By Milfam II L.P.
Series A Warrant	$7.75⁽⁷⁾							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⁽⁷⁾							12/01/2013	05/31/2018	Common Stock	11,359		11,359⁽²⁾	I	By Trust C - Lloyd I. Miller
Series A Warrant	$7.75⁽⁷⁾							12/01/2013	05/31/2018	Common Stock	61,342		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 January 24, 2014 (as more fully described on the Form 8-K filed by the Issuer on January 27, 2014)(the "Purchase Transaction"), the Reporting Person received Common Stock, Series D Convertible Preferred Stock and 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. Such preferred stock will automatically convert into 54,169 shares of common stock upon shareholder approval at the stockholders meeting.

4. Such preferred stock will automatically convert into 15,047 shares of common stock upon shareholder approval at the stockholders meeting.

5. Such preferred stock will automatically convert into 81,253 shares of common stock upon shareholder approval at the stockholders meeting.

6. For payment of the purchase price of the Common Stock and Series D Convertible Preferred Stock in connection with the Purchase Transaction, the Reporting Person received the Warrants for no additional consideration.

7. The exercise price for the Series A Warrant was reduced from $8.75 to $7.75 (as more fully described on the Form 8-K filed by the Issuer on September 4, 2013).

Remarks:

	/s/ David J. Hoyt Attorney-in-fact	01/27/2014
	** 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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