SEC Form SC 13D filed by JAKKS Pacific Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

JAKKS Pacific, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

47012E403

(CUSIP Number)

McCarter & English, LLP

825 Eighth Avenue, 31st Floor

New York, NY 10019

Attention: Howard M. Berkower

212-609-6824

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 11, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

⁽¹⁾ Based upon 9,569,903 shares of the Issuer’s Common Stock outstanding as of March 16, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2022.

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Schedule 13D”) relates to shares of the common stock, par value $0.001 per share (the “Common Stock”), of JAKKS Pacific, Inc., a Delaware corporation (the “Company” or the “Issuer”), whose principal executive offices are located at 2951 28^th Street, Santa Monica, CA 90405.

Item 2.  Identity and Background.

Item 3.  Source and Amount of Funds or Other Consideration.

The shares of Common Stock to which this Schedule 13D relates have been purchased from time to time in open market transactions at an aggregate cost of approximately $18,361,000 with the Reporting Person’s working capital including margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein.

Item 4.  Purpose of Transaction.

This Schedule 13D is being filed because Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, requires persons reporting on Schedule 13G to file a Schedule 13D when beneficial ownership equals or exceeds 20 percent of the class of equity securities. The Reporting Person holds the Common Stock for investment purposes. The shares of Common Stock were not acquired by the Reporting Person, and are not held by the Reporting Person for the purpose or with the effect of changing or influencing the control of the Company. The Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in open market or in privately negotiated transactions, in compliance with the federal securities law. Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth, or incorporated by reference, in Items 3 through 5 above is hereby incorporated by this reference in this Item 6. Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 26, 2023

SCHEDULE A

RECENT TRANSACTIONS

The following transactions on the open market in the shares of Common Stock were effected within 60 days prior to April 11, 2022, the date of the Schedule 13D:

*The reported price is a weighted average price. The Reporting Person undertakes to provide to the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.