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United States securities and exchange commission logo
February 1, 2023
Lawrence I. Rosen
Chairman
Larose Industries LLC
1578 Sussex Turnpike (Bldg. 5)
Randolph, NJ 07869
Re: JAKKS Pacific, Inc.
Schedule 13D filed
by Lawrence I. Rosen
Filed January 26,
2023
File No. 005-50369
Dear Lawrence I. Rosen:
We have reviewed the
above-captioned filing, and have the following comments.
Please respond to this letter by amending the filing or by
providing the requested
information. If a belief exists that our comments do not apply to your
facts and circumstances or
that an amendment is inappropriate, please advise us why in a response
letter.
After reviewing any amendment to the filing and any information
provided in response to
these comments, we may have additional comments.
Schedule 13D filed January 26, 2023
General
1. We note the date of the
event reported as requiring the filing of the Schedule 13D was
April 11, 2022. Rule
13d-1(a) of Regulation 13D-G requires the filing of a Schedule
13D within 10 days
after the acquisition of more than five percent of a class of equity
securities specified in
Rule 13d-1(i). Based on the reported April 11, 2022 event date, the
January 26, 2023 filing
was not timely filed. Please advise us why the Schedule 13D was
not filed within the
required 10 days after the acquisition.
2. We note the disclosure
provided under Item 5(c) indicates that the appended Schedule A
provides a list of
transactions in the shares of common stock that were effected "during
the past 60 days." This
disclosure was consistent with the text of Item 5(c) of Schedule
13D, which requires
beneficial owners reporting on Schedule 13D to provide a description
of "any transactions in
the class of securities reported on that were effected during the past
sixty days...."
Notwithstanding the unqualified references to the "past 60 days" in the both
the regulatory text and
the corresponding narrative response to Item 5(c), the associated
Lawrence I. Rosen
Larose Industries LLC
February 1, 2023
Page 2
Schedule A only provided a transaction history within the past 60 days
of the date of the
purported event that required reporting. Please provide us with a
legal analysis in support
of your apparent conclusion that the disclosure in Schedule A complies
with Item 5(c).
Alternatively, please amend the Schedule 13D to include a description
of transactions
effected during the past 60 days of the filing date.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or
Nicholas Panos at
(202) 551-3266.
FirstName LastNameLawrence I. Rosen Sincerely,
Comapany NameLarose Industries LLC
Division of
Corporation Finance
February 1, 2023 Page 2 Office of Mergers
& Acquisitions
FirstName LastName