Sec Form 4 Filing - BERMAN STEPHEN G @ JAKKS PACIFIC INC - 2016-12-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BERMAN STEPHEN G
2. Issuer Name and Ticker or Trading Symbol
JAKKS PACIFIC INC [ JAKK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, President and Secretary
(Last) (First) (Middle)
C/O JAKKS PACIFIC, INC., 2951 28TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/30/2016
(Street)
SANTA MONICA, CA90405
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/30/2016 D 439,698 ( 4 ) D $ 5.15 ( 1 ) 175,585 ( 2 ) D
Common Stock 01/01/2017 F 1,127 ( 5 ) D $ 5.15 ( 1 ) 174,458 ( 2 ) D
Common Stock 01/01/2017 A 679,612 ( 3 ) ( 6 ) A $ 5.15 ( 1 ) 854,070 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERMAN STEPHEN G
C/O JAKKS PACIFIC, INC.
2951 28TH STREET
SANTA MONICA, CA90405
X CEO, President and Secretary
Signatures
/s/ Stephen G. Berman 01/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the closing price of the Issuer's common stock on 12/30/16, as reported by Nasdaq.
( 2 )Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provision in Holder's Employment Agreement with the Issuer.
( 3 )Reflects the forfeiture of 439,698 shares issued pursuant to the terms of Holder's Employment Agreement that failed to vest pursuant to the terms of that certain January 1, 2016 Restricted Stock Award Agreement by and between the Holder and the Issuer
( 4 )Represents that 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 Award Agreement by and between the Holder and the Issuer and as approved by the Compensation Committee of the Issuer's Board of Directors.
( 5 )Such 679,612 shares were issued pursuant to the terms of Holder's Employment Agreement with the Issuer (as amended and clarified to date) and are further subject to the terms of that certain January 1, 2017 Restricted Stock Award Agreement (the "Agreement") by and between the Holder and the Issuer.
( 6 )Such 679,612 shall vest as follows: 40% of the award is subject to time vesting in four equal annual installments over four years and the balance of the award is subject to three year "cliff vesting" upon satisfaction of certain performance measures at the close of the three year performance period based upon performance criteria to be determined by the Issuer's Compensation Committee during the first quarter of the year of grant.

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