SEC Form 4 · accession 0001193805-17-000896
KATY INDUSTRIES INC · KATY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jacob Capital, L.L.C.
10% Owner · Other
Richard N Levy
10% Owner · Other
Victory Park Capital Advisors, LLC
10% Owner · Other
VPC SBIC I, LP
10% Owner · Other
Victory Park Management, LLC
10% Owner · Other
VPC SBIC GP, LLC
10% Owner · Other
Period of report
May 14, 2017
Accepted (ET)
May 16, 2017 · 9:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000054681
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible DebtF2,F3,F4,F1 | — | May 14, 2017 | J | 0 | D | — | — | Common Stock | — | — | I |
Explanation of responses
- F1The Term Loans (as defined below) are convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the term loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans may not be converted into common stock until the Issuer has reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans will be convertible for so long as such indebtedness remains outstanding. The Term Loans bear "PIK" interest at the rate of 12.00% per annum.
- F2The reported transaction involved the contribution of an aggregate of $28,570,774 of convertible term loans (the "Term Loans") under the Issuer's second lien credit facility (the "Second Lien Credit Facility") outstanding as of the date of the reported transaction, including $21,000,000 principal amount of Term Loans held by VPC SBIC I, LP (the "SBIC Fund"), $3,000,000 principal amount of Term Loans held by an unaffiliated third party and accrued but unpaid interest under the Term Loans, to Jansan Acquisition, LLC ("Jansan"), a newly formed Delaware limited liability company, in exchange for equity interest in Jansan.
- F3In accordance with Instructions 3(c) and 4(b)(iv) to Form 4, the entire face amount of the Term Loans held by Jansan is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F4This Form 4 is being filed by Victory Park Capital Advisors, LLC ("VPC Advisors") as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). VPC Advisors is the investment manager of the SBIC Fund. VPC SBIC GP, LLC (the "SBIC GP") is the general partner of the SBIC Fund. Jacob Capital L.L.C. ("Jacob Capital") is the manager of the SBIC GP and the sole manager of VPC Advisors. Richard Levy ("Levy") is the sole member of Jacob Capital.