SEC Form 4 · accession 0001288136-17-000006
JAKKS PACIFIC INC · JAKK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Pine River Capital Management L.P.
10% Owner
Brian Taylor
10% Owner
Pine River MASTER FUND LTD.
10% Owner
Pine River Capital Management LLC
10% Owner
Period of report
Jan 27, 2017
Accepted (ET)
Jan 31, 2017 · 3:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009829
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Jan 27, 2017 | J | 1,637,550 | — | A | 0 | I | See footnotes 1, 2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.25% Convertible Senior Notes due 2018F3,F1,F2,F4 | — | Jan 27, 2017 | J | — | D | — | Aug 1, 2018 | Common Stock | 2,583,559 | 0 | I |
| 4.875% Convertible Senior Notes due 2020F1,F2,F5 | — | holding | — | — | — | — | Jun 1, 2020 | Common Stock | 879,273 | — | I |
Explanation of responses
- F1These securities are held directly by the Pine River Master Fund, for which Pine River Capital Management L.P. (the "Partnership") is the Investment Manager. Mr. Brian Taylor is the sole member of Pine River Capital Management LLC, the general partner of the Partnership.
- F2Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, other than to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3On January 27, 2017, the Pine River Master Fund Ltd. (the "Master Fund") entered into an Exchange Agreement with the Issuer, pursuant to which the Master Fund transferred $22,590,000 aggregate principal amount of the Issuer's 4.250% Subordinated Convertible Senior Notes due 2018 (the "4.250% Notes") held by the Master Fund to the Issuer in simultaneous exchange for 1,637,550 shares of the Issuer's Common Stock ("Common Stock") and $13,998,195.75 in cash.
- F4The 4.250% Notes were convertible into shares of Common Stock at any time, at an initial conversion rate of 114.3674 shares of Common Stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $8.74 per share of Common Stock, subject to adjustment in certain events.
- F5The 4.875% Convertible Senior Notes due 2020 are convertible into shares of Common Stock at any time, at an initial conversion rate of 103.7613 shares of Common Stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $9.64 per share of Common Stock, subject to adjustment in certain events.