SEC Form 4 · accession 0001144204-18-019296
JAKKS PACIFIC INC · JAKK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent T Novak
Officer — Chief Financial Officer
Period of report
Apr 1, 2018
Accepted (ET)
Apr 4, 2018 · 9:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009829
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit ("RSU")F3,F4,F1,F2 | — | Apr 1, 2018 | A | 357,073 | A | — | — | Common Stock | 357,073 | 357,073 | D |
Explanation of responses
- F1Issued 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.
- F2142,857 of RSUs will be subject to three year "cliff vesting" (i.e. vesting is based upon performance at the close of the three year performance period), with vesting of each annual grant of RSUs determined by the following performance measures: (i) Total shareholder return as compared to the Russell 2000 Index (weighted 50%); (ii) Net revenue growth as compared to the Company's peer group (weighted 25%), and (iii) EBITDA growth as compared to the Company's peer group (weighted 25%). 214,286 of 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.
- F3Represents the closing price of the Company's common stock for the trading day preceding the date of grant, as reported by NASDAQ.
- F4Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.