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*
Pine River Capital Management L.P.

(Last) (First) (Middle)
601 CARLSON PARKWAY
7TH FLOOR

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JAKKS PACIFIC INC [ JAKK ]
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)
01/27/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 01/27/2017 J(3) 1,637,550 A (3) 0 I See footnotes 1, 2(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
4.25% Convertible Senior Notes due 2018 (3)(4) 01/27/2017 J(3) $22,590,000 (1)(4) 08/01/2018 Common Stock 2,583,559 (3) 0 I See footnotes 1 and 2(1)(2)
4.875% Convertible Senior Notes due 2020 (5) (5) 06/01/2020 Common Stock 879,273 $8,474,000 I See footnotes 1 and 2(1)(2)
1. Name and Address of Reporting Person*
Pine River Capital Management L.P.

(Last) (First) (Middle)
601 CARLSON PARKWAY
7TH FLOOR

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine River MASTER FUND LTD.

(Last) (First) (Middle)
C/O PINE RIVER CAPITAL MANAGEMENT L.P.
601 CARLSON PARKWAY, 7TH FLOOR

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAYLOR BRIAN

(Last) (First) (Middle)
C/O PINE RIVER CAPITAL MANAGEMENT
601 CARLSON PARKWAY, 7TH FLOOR

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine River Capital Management LLC

(Last) (First) (Middle)
601 CARLSON PARKWAY, 7TH FLOOR

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
Explanation of Responses:
1. These securities are held directly by the Pine River Master Fund, for which Pine River Capital Management L.P. (the "Partnership") is the Investment Manager. Mr. Brian Taylor is the sole member of Pine River Capital Management LLC, the general partner of the Partnership.
2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, other than to the extent of his or its pecuniary interest therein, 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 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3. On January 27, 2017, the Pine River Master Fund Ltd. (the "Master Fund") entered into an Exchange Agreement with the Issuer, pursuant to which the Master Fund transferred $22,590,000 aggregate principal amount of the Issuer's 4.250% Subordinated Convertible Senior Notes due 2018 (the "4.250% Notes") held by the Master Fund to the Issuer in simultaneous exchange for 1,637,550 shares of the Issuer's Common Stock ("Common Stock") and $13,998,195.75 in cash.
4. The 4.250% Notes were convertible into shares of Common Stock at any time, at an initial conversion rate of 114.3674 shares of Common Stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $8.74 per share of Common Stock, subject to adjustment in certain events.
5. The 4.875% Convertible Senior Notes due 2020 are convertible into shares of Common Stock at any time, at an initial conversion rate of 103.7613 shares of Common Stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $9.64 per share of Common Stock, subject to adjustment in certain events.
Brian Taylor, Managing Member 01/31/2017
** Signature of Reporting Person Date
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