SEC Form 4 · accession 0001193805-17-001354
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
Jul 21, 2017
Accepted (ET)
Jul 31, 2017 · 5:54 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 | — | Jul 21, 2017 | J | — | D | — | — | Common Stock | — | — | I |
Explanation of responses
- F1The Term Loans (as defined below) were 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 were not convertible into common stock until the Issuer 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 were convertible for so long as such indebtedness remained outstanding. The Term Loans accrued "PIK" interest at the rate of 12.00% per annum.
- F2On July 21, 2017, Jansan Acquisition LLC ("Jansan"), the Issuer, Continental Commercial Products, LLC, Fort Wayne Plastics, Inc. and FTW Holdings, Inc. consummated the transactions contemplated by the Asset Purchase Agreement, dated as of May 14, 2017 (the "Purchase Agreement"). In accordance with the Purchase Agreement, Jansan acquired the Purchased Assets (as defined in the Purchase Agreement) with a credit bid in the amount of the indebtedness under the Issuer's second lien credit facility, including the convertible term loans (the "Term Loans") thereunder. As a result, the Term Loans were satisfied and, as such, the Reporting Persons no longer beneficially own any of the Common Stock previously issuable upon conversion of the Term Loans.
- 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 sole member of the SBIC GP and the sole manager of VPC Advisors. Richard Levy ("Levy") is the sole member of Jacob Capital.