Berman Stephen G exercised 172,670 shares at a strike of $35.55 and covered exercise/tax liability with 90,910 shares, increasing direct ownership by 61% to 216,126 units (SEC Form 4)
$JAKK
Recreational Games/Products/Toys
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 01/01/2024 | ||||||||||||||||||||||||||
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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 | 01/01/2024 | M | 13,204(1) | A | $35.55(3) | 147,570(2) | D | |||
| Common Stock | 01/01/2024 | M | 21,355(1) | A | $35.55(3) | 168,925(2) | D | |||
| Common Stock | 01/01/2024 | M | 71,406(1) | A | $35.55(3) | 240,331(2) | D | |||
| Common Stock | 01/01/2024 | M | 66,705(1) | A | $35.55(3) | 307,036(2) | D | |||
| Common Stock | 01/01/2024 | F | 6,952(4) | D | $35.55(3) | 300,084(2) | D | |||
| Common Stock | 01/01/2024 | F | 11,243(4) | D | $35.55(3) | 288,841(2) | D | |||
| Common Stock | 01/01/2024 | F | 37,595(4) | D | $35.55(3) | 251,246(2) | D | |||
| Common Stock | 01/01/2024 | F | 35,120(4) | D | $35.55(3) | 216,126(2) | D | |||
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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 Unit ("RSU") | (1) | 01/01/2024 | M | 13,204 | (1) | (1) | Common Stock | 13,204 | $35.55(3) | 0(2)(8) | D | ||||
| Restricted Stock Unit ("RSU") | (1) | 01/01/2024 | M | 21,355 | (1) | (1) | Common Stock | 21,356 | $35.55(3) | 21,355(2)(8) | D | ||||
| Restricted Stock Unit ("RSU") | (1) | 01/01/2024 | M | 71,406 | (1) | (1) | Common Stock | 71,405 | $35.55(3) | 71,407(2)(8) | D | ||||
| Restricted Stock Unit ("RSU") | (1) | 01/01/2024 | M | 66,705 | (1) | (1) | Common Stock | 71,405 | $35.55(3) | 133,409(2)(8) | D | ||||
| Restricted Stock Unit ("RSU") | (5) | 01/01/2024 | A | 98,453 | (6) | (6) | Common Stock | 98,453 | $35.55(7) | 98,453(2)(8) | D | ||||
| Explanation of Responses: |
| 1. Vested according to the terms of the RSU described in a previous filing. |
| 2. Certain of the shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. |
| 3. Represents the closing price of the Company's common stock for the trading day preceding the date of vest, as reported by NASDAQ. |
| 4. Represents the number of shares surrendered by the Holder in order to satisfy a tax withholding obligation, as permitted by the terms of a previously reported Restricted Stock Unit Agreement by and between the Holder and the Issuer and as approved by the Compensation Committee of the Issuer's Board of Directors. |
| 5. Issued 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. |
| 6. RSUs will vest in 3 equal annual installments commencing on the first anniversary of the date of the grant and on the second and third anniversaries thereafter. The Reporting Person must be employed by Issuer for an RSU to vest. |
| 7. Represents the closing price of the Company's common stock for the trading day preceding the date of grant, as reported by NASDAQ. |
| 8. Does not include additional RSUs previously granted and reported with different vesting terms. |
| 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 | 01/03/2024 | |
| ** 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. | ||