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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JAKKS PACIFIC INC [ JAKK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/05/2022 | S(1) | 9,704 | D(1) | $10.29(2) | 142,114(3) | D | |||
Common Stock | 01/06/2022 | S(1) | 15,602 | D(1) | $9.68(2) | 126,512(3) | D | |||
Common Stock | 01/07/2022 | S(1) | 9,100 | D(1) | $9.58(2) | 117,412(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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") | (4) | 01/01/2022(4) | A(4) | 0(4) | (4) | (4) | Common Stock | 214,218 | (8) | 214,218(3) | D | ||||
RSU | (5) | 01/01/2021(5) | A(5) | 0(5) | (5) | (5) | Common Stock | 64,067 | (8) | 64,067(3) | D | ||||
RSU | (6) | 01/01/2020(6) | A(6) | 0(6) | (6) | (6) | Common Stock | 26,408 | (8) | 26,408(3) | D | ||||
RSU | (7) | 01/01/2019(7) | A(7) | 0(7) | (7) | (7) | Common Stock | 166,669 | (8) | 166,669(3) | D |
Explanation of Responses: |
1. Sale made pursuant to an exempt Selling Plan under Rule 10b5-1. |
2. Represents the average sale price for multiple sales made this day. Exact sales data to be provided to the staff of the Securities and Exchange Commission upon request. |
3. Certain of the underlying shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. |
4. Previously reported. Issued on 1/1/22 under the Company's 2002 Stock Award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred, or otherwise encumbered prior to vesting. RSUs will vest in 3 equal annual installments commencing on the first anniversary of the date of grant and on the second and third anniversaries thereafter. The Reporting Person must be employed by Issuer for an RSU to vest. |
5. Previously reported. Issued on 1/1/21 under the Company's 2002 Stock Award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred, or otherwise encumbered prior to vesting. RSUs vest in 4 equal annual installments commencing on the first anniversary of the date of grant and on the second, third and fourth anniversaries thereafter. The Reporting Person must be employed by Issuer for an RSU to vest. |
6. Previously reported. Issued on 1/1/20 under the Company's 2002 Stock Award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred, or otherwise encumbered prior to vesting. RSUs vest in 4 equal annual installments commencing on the first anniversary of the date of grant and on the second, third and fourth anniversaries thereafter. The Reporting Person must be employed by Issuer for an RSU to vest. |
7. Previously reported. Issued on 1/1/19 under the Company's 2002 Stock Award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred, or otherwise encumbered prior to vesting. Vest as follows: 40% of the award is subject to time vesting in four equal annual installments over four years and the balance of the award is subject to three year "cliff vesting" upon satisfaction of certain performance measures at the close of the three-year performance period based upon performance criteria to be determined by the Issuer's Compensation Committee during the first quarter of the year of grant. |
8. The closing price of the Company's common stock for the trading day preceding the date of grant, as reported by NASDAQ |
Remarks: |
All numbers have been adjusted to reflect the 1-for-10 reverse stock split that was effective July 9, 2020. |
/s/ Stephen G. Berman | 01/07/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |