Sec Form 4 Filing - Pine River Capital Management L.P. @ JAKKS PACIFIC INC - 2016-04-27

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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
Pine River Capital Management L.P.
2. Issuer Name and Ticker or Trading Symbol
JAKKS PACIFIC INC [ JAKK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 CARLSON PARKWAY, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2016
(Street)
MINNETONKA, MN55305
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 ( 1 ) 04/27/2016 S 314,500 D $ 7.6 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 04/27/2016 S 85,600 D $ 7.57 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 05/06/2016 S 57,263 D $ 7.22 0 I See footnotes 2, 3 ( 2 ) ( 3 )
Common Stock ( 1 ) 05/09/2016 P 21,005 A $ 7.3642 ( 4 ) 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 05/11/2016 S 50,961 D $ 7.27 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 05/13/2016 P 3,300 A $ 7.1986 ( 5 ) 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 05/13/2016 S 100,351 D $ 7.19 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 05/16/2016 P 5,192 A $ 7.2489 ( 6 ) 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 06/09/2016 S 43,010 D $ 7.81 0 I See footnotes 2,3 ( 2 ) ( 3 )
Common Stock ( 1 ) 06/15/2016 S 330,200 D $ 7.95 0 I See footnotes 2,3 ( 2 ) ( 3 )
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
4.875% Convertible Senior Notes due 2020 ( 1 ) ( 7 ) 04/27/2016 P 1,500,000 ( 7 ) 06/01/2020 Common Stock 155,642 $ 95.25 $ 4,400,000 I See footnotes 2,3 ( 2 ) ( 3 )
4.875% Convertible Senior Notes due 2020 ( 1 ) ( 7 ) 05/06/2016 P 1,003,000 ( 7 ) 06/01/2020 Common Stock 104,073 $ 93.3618 $ 5,403,000 I See footnotes 2,3 ( 2 ) ( 3 )
4.875% Convertible Senior Notes due 2020 ( 1 ) ( 7 ) 05/11/2016 P 893,000 ( 7 ) 06/01/2020 Common Stock 92,659 $ 93.1957 $ 6,296,000 I See footnotes 2,3 ( 2 ) ( 3 )
4.875% Convertible Senior Notes due 2020 ( 1 ) ( 7 ) 05/13/2016 P 1,488,000 ( 7 ) 06/01/2020 Common Stock 154,397 $ 92.982 $ 7,784,000 I See footnotes 2,3 ( 2 ) ( 3 )
4.875% Convertible Senior Notes due 2020 ( 1 ) ( 7 ) 06/09/2016 P 690,000 ( 7 ) 06/01/2020 Common Stock 71,595 $ 98.3131 $ 8,474,000 I See footnotes 2,3 ( 2 ) ( 3 )
4.25% Convertible Senior Notes due 2018 ( 1 ) ( 8 ) 06/15/2016 P 5,250,000 ( 8 ) 08/01/2018 Common Stock 600,429 $ 106.1887 $ 22,590,000 I See footnotes 2,3 ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pine River Capital Management L.P.
601 CARLSON PARKWAY
7TH FLOOR
MINNETONKA, MN55305
X
Pine River MASTER FUND LTD.
C/O PINE RIVER CAPITAL MANAGEMENT L.P.
601 CARLSON PARKWAY, 7TH FLOOR
MINNETONKA, MN55305
X
TAYLOR BRIAN
C/O PINE RIVER CAPITAL MANAGEMENT
601 CARLSON PARKWAY, 7TH FLOOR
MINNETONKA, MN55305
X
Pine River Capital Management LLC
601 CARLSON PARKWAY, 7TH FLOOR
MINNETONKA, MN55305
X
Signatures
Pine River Capital Management L.P., By: Pine River Capital Management LLC, General Partner, By: Brian Taylor, Managing Member 09/21/2016
Signature of Reporting Person Date
Pine River Capital Management LLC, By: Brian Taylor, Managing Member 09/21/2016
Signature of Reporting Person Date
Pine River Master Fund Ltd., By: Brian Taylor, Director 09/21/2016
Signature of Reporting Person Date
Brian Taylor 09/21/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Persons understand that the transactions reported herein may arguably be deemed to create profits subject to disgorgement under Section 16(b) of the Exchange Act. The Reporting Persons have paid to the Issuer the full amount of such profits to the extent of their pecuniary interest therein.
( 2 )These securities are held directly by Pine River Master Fund Ltd. (the "Master Fund"), for which Pine River Capital Management L.P. (the "Partnership")is the Investment Manager. Mr. Taylor is the sole member of Pine River Capital Management LLC, the general partner of the Partnership.
( 3 )Each 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 (the "Exchange Act"), or for any other purpose.
( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.27 to $7.45, inclusive. The Reporting Persons undertake to provide to the issuer, any security holder of 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 within the ranges set forth in footnotes (4) through (6) to this Form 4.
( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.14 to $7.23, inclusive.
( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.18 to $7.28, inclusive.
( 7 )The 4.875% Convertible Senior Notes due 2020 are convertible into shares of the issuer's Common Stock ("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.
( 8 )The 4.25% Convertible Senior Notes due 2018 are 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.

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