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*
BERMAN STEPHEN G

(Last) (First) (Middle)
C/O JAKKS PACIFIC, INC.
2951 28TH STREET

(Street)
SANTA MONICA CA 90405

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, President and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2021
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)
Code V Amount (A) or (D) Price
Common Stock 01/01/2021(3) D 72,608(3) D $4.98(1) 465,633(2)(4) D
Common Stock 09/24/2021 M 330,406(4) D(5) $12.3(1) 135,227(2)(4) D
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
Restricted Stock Units ("RSU") (5)(6)(7) 09/24/2021 J(6) 330,406 (7) (7) Common Stock 330,406(2) (5)(6)(7) 330,406 D
Explanation of Responses:
1. Represents the closing price of the Issuer's common stock on such date, as reported by Nasdaq.
2. Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provision in Holder's Employment Agreement with the Issuer.
3. Reflects the forfeiture of 72,608 shares issued pursuant to the terms of Holder's Employment Agreement that failed to vest pursuant to the terms of that certain January 1, 2019 Restricted Stock Award Agreement by and between the Holder and the Issuer. Though calculation re vesting/forfeiture based upon performance could not be made until financial statements completed, forfeiture deemed affective as of such date.
4. All share amounts have been adjusted to reflect the 1-10 reverse split effective July 9, 2020.
5. Disposition was the result of the conversion of restricted stock awards into RSUs. See Table II.
6. Pursuant to an amendment of Holder's Employment Agreement, existing shares of restricted stock were cancelled and replaced with an equivalent number of RSUs, which RSUs are subject to the exact same vesting provisions as the cancelled shares of restricted stock.
7. RSUs vest equally over four years from date of grant of original restricted stock award and upon vesting convert into shares of common stock at no cost.
/s/ Stephen G. Berman 10/27/2021
** 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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