Sec Form 4 Filing - Victory Park Capital Advisors, LLC @ KATY INDUSTRIES INC - 2017-05-14

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Victory Park Capital Advisors, LLC
2. Issuer Name and Ticker or Trading Symbol
KATY INDUSTRIES INC [ KATY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Possible member of 10% group
(Last)
(First)
(Middle)
227 W. MONROE STREET, SUITE 3900
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2017
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Convertible Debt ( 1 ) 05/14/2017 J( 1 ) 0 ( 2 ) ( 1 ) ( 1 ) Common Stock ( 2 ) $ 0 $ 24,000,000 ( 3 ) I By Jansan Acquisition LLC ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Victory Park Capital Advisors, LLC
227 W. MONROE STREET, SUITE 3900
CHICAGO, IL60606
X Possible member of 10% group
VPC SBIC I, LP
227 W. MONROE STREET, SUITE 3900
CHICAGO, IL60606
X Possible member of 10% group
VPC SBIC GP, LLC
227 W. MONROE STREET, SUITE 3900
CHICAGO, IL60606
X Possible member of 10% group
Victory Park Management, LLC
227 W. MONROE STREET, SUITE 3900
CHICAGO, IL60606
X Possible member of 10% group
Jacob Capital, L.L.C.
227 W. MONROE STREET, SUITE 3900
CHICAGO, IL60606
X Possible member of 10% group
Levy Richard N
227 W. MONROE STREET, SUITE 3900
CHICAGO, IL60606
X Possible member of 10% group
Signatures
/s/ Scott R. Zemnick, General Counsel 05/16/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 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.
( 2 )The 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.
( 3 )In 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.
( 4 )This 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.

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