UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
JAKKS Pacific, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
47012E106
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(CUSIP Number)
Tim O'Brien
c/o Pine River Capital Management L.P.
601 Carlson Parkway
7th Floor
Minnetonka, MN 55305
p. (612) 238-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2016
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. 47012E106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
5,122,774
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,122,774
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,122,774
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 47012E106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
5,122,774
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,122,774
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,122,774
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 47012E106
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Item 1. Security and Issuer.
The name of the issuer is JAKKS Pacific, Inc., a Delaware
corporation (the 'Issuer'). The address of the Issuer's principal executive
offices is 2951 28th Street, Santa Monica, CA, 90405.
This schedule relates to the Issuer's Common Stock, par
value $0.001 per share ('Shares').
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the 'Investment Manager')
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the 'Managing Member')
(each a 'Reporting Person' and collectively the 'Reporting Persons').
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, 7th Floor, Minnetonka, MN
55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. was deemed the
beneficial owner of 5,122,774 shares of the Issuer's Shares.
As of the date hereof, Brian Taylor was deemed the beneficial owner of
5,122,774 shares of the Issuer's Shares.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired additional Shares for investment
purposes and in the ordinary course of business, pursuant to investment
strategies, including merger arbitrage and event driven strategies, because
the Reporting Persons believed that the Shares, when purchased, represented
an attractive investment opportunity.
The Reporting Persons expect to review from time to time their investment
in the Issuer and may, depending on the market and other conditions:
(i) purchase additional Shares, options or related derivatives in the open
market, in privately negotiated transactions or otherwise and (ii) sell all
or a portion of the Shares, options or related derivatives now beneficially
owned or hereafter acquired by them. Also, consistent with their investment
intent, the Reporting Persons may engage in communications with, among others,
one or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer regarding
the Issuer, including its operations, governance and control.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Pine River Capital Management L.P. was
deemed to be the beneficial owner of 5,122,774 Shares, or 20.0% of the Shares
of the Issuer, based upon the 20,474,446 Shares issued and outstanding as of
May 10, 2016, according to the 10-Q filed May 10, 2016.
Pine River Capital Management L.P. had the sole power to vote or direct
the vote of 0 Shares to which this filing relates; shares the power to
vote or direct the vote of the 5,122,774 Shares; had the sole power to
dispose or direct the disposition of 0 Shares; and shares the power to dispose
or direct the disposition of the 5,122,774 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its
pecuniary interest therein.
(a, b) As of the date hereof, Brian Taylor was deemed to be the
beneficial owner of 5,122,774 Shares, or 20.0% of the Shares of the Issuer,
based upon the 20,474,446 Shares issued and outstanding as of May 10, 2016,
according to the 10-Q filed May 10, 2016.
Brian Taylor had the sole power to vote or direct the vote of 0 Shares
to which this filing relates; shares the power to vote or direct the vote
of the 5,122,774 Shares; had the sole power to dispose or direct the
disposition of 0 Shares; and shares the power to dispose or direct the
disposition of the 5,122,774 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Shares were acquired for investment purposes and are held in the form
of convertible notes. The Reporting Persons may acquire additional Shares,
dispose of all or some of these Shares from time to time, in each case
purchased in a private transaction with the Issuer, block sales or purchases
or otherwise, or may continue to hold the Shares. Moreover,the Reporting
Persons may engage in any or all of the items discussed in Item 4 above.
(c) See Exhibit B for schedule of transactions.
(d) Pine River Master Fund Ltd. and Pine River Convertibles Fund Ltd. have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares, as each maintains an ownership
interest in excess of five percent of the class of Shares.
(e) Inapplicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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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.
July 6, 2016
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(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
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Brian Taylor
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated July 6, 2016 relating
to the Common Stock, $0.001 par value of JAKKS Pacific, Inc. shall be filed
on behalf of the undersigned.
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
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Brian Taylor
Exhibit B
TRANSACTIONS IN THE SHARES OF THE ISSUER
DURING THE PAST 60 DAYS
Transactions in 4.25% Convertible Senior Notes due 2018
Type Quantity Price Trade Date
Buy 5,250,000 106.1887 6/15/2016
Sell 150,000 101.1873 5/26/2016
Transactions in 4.875% Convertible Senior Notes due 2020
Type Quantity Price Trade Date
Buy 690,000 98.3131 6/9/2016
Buy 510,000 98.3131 6/9/2016
Buy 1,488,000 92.982 5/13/2016
Buy 1,012,000 92.982 5/13/2016
Buy 893,000 93.1957 5/11/2016
Buy 607,000 93.1957 5/11/2016
Buy 682,000 93.3618 5/6/2016
Buy 1,003,000 93.3618 5/6/2016
Transactions in Common Stock
Type Quantity Price Trade Date
Sell Short 330,200 7.95 6/15/2016
Sell Short 43,010 7.81 6/9/2016
Sell Short 31,790 7.81 6/9/2016
Buy Cover 35 7.4835 5/27/2016
Buy Cover 9,400 7.46 5/26/2016
Buy Cover 5,192 7.2489 5/16/2016
Buy Cover 3,300 7.1986 5/13/2016
Sell Short 68,249 7.19 5/13/2016
Sell Short 100,351 7.19 5/13/2016
Sell Short 34,639 7.27 5/11/2016
Sell Short 50,961 7.27 5/11/2016
Buy Cover 5,323 7.3642 5/9/2016
Buy Cover 568 7.3642 5/9/2016
Buy Cover 2,319 7.3642 5/9/2016
Buy Cover 17,160 7.3642 5/9/2016
Buy Cover 3,845 7.3642 5/9/2016
Sell Short 38,937 7.22 5/6/2016
Sell Short 57,263 7.22 5/6/2016