| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 7)* | |
|
JAKKS Pacific, Inc. | |
| (Name of Issuer) | |
|
Common stock, $0.001 par value | |
| (Title of Class of Securities) | |
|
47012E106 | |
| (CUSIP Number) | |
|
Oasis Management Company Ltd. c/o Oasis Management (Hong Kong) 21/F Man Yee Building 68 Des Voeux Road, Central Hong Kong Attention: Phillip Meyer (852) 2847-7708
with a copy to:
Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attention: Eleazer N. Klein, Esq. (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
May 14, 2019 | |
| (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Oasis Management Company Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Oasis Investments II Master Fund Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Seth Fischer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Germany | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,098,906 shares of Common Stock 752,269 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 5 of 7 Pages |
This Amendment No. 7 ("Amendment No. 7") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 3, 2015 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on September 29, 2015 ("Amendment No. 1"), by Amendment No. 2 filed with the SEC on October 27, 2015 ("Amendment No. 2"), by Amendment No. 3 filed with the SEC on December 27, 2016 ("Amendment No. 3"), by Amendment No. 4 filed with the SEC on January 27, 2017 ("Amendment No. 4"), by Amendment No. 5 filed with the SEC on November 8, 2017 ("Amendment No. 5") and by Amendment No. 6 filed with the SEC on July 26, 2018 ("Amendment No. 6," and the Original Schedule 13D as amended hereby and by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the "Schedule 13D") with respect to the common stock, par value $0.001 per share (the "Shares"), of JAKKS Pacific, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. This Amendment No. 6 amends Items 3 and 5 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
| Funds for the purchase of the Shares by Oasis II Fund reported herein were derived from general working capital and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $5,817,220 was paid to acquire the 1,098,906 Shares reported herein. A total of $8,035,225 was paid to acquire the $8,000,000 principal amount of 4.25% Convertible Senior Notes due 2018 (the "2018 Convertible Senior Notes") exchanged pursuant to that certain Exchange Agreement dated as of July 25, 2018 by and between the Issuer and Oasis II Fund (the "2018 Exchange Agreement"). A total of $6,625,195 was paid to acquire the $7,250,000 principal amount of 4.875% Convertible Senior Notes due 2020 (together with the 2018 Convertible Senior Notes, the "Convertible Senior Notes") reported herein. | |
| A total of $8,000,000 aggregate principal amount of 2018 Convertible Senior Notes were exchanged for $8,000,000 aggregate principal amount of the 2018 Exchange Note (as defined in Item 4) pursuant to the terms and conditions of the 2018 Exchange Agreement. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entireties as follows: | |
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 6 of 7 Pages |
| (a) | See rows (11) and (13) of the cover pages hereto for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 29,463,689 Shares reported by the Issuer to be outstanding as of May 9, 2019, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed with the SEC on May 9, 2018. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The Reporting Persons did not enter into any transactions in the Shares during the past sixty days. |
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 16, 2019
| Oasis Management CoMPANY Ltd. | |||
| By: | /s/ Phillip Meyer | ||
| Name: | Phillip Meyer | ||
| Title: | General Counsel | ||
| Oasis Investments II Master Fund Ltd. | |||
| By: | /s/ Phillip Meyer | ||
| Name: | Phillip Meyer | ||
| Title: | Director | ||
| /s/ Seth Fischer | |||
| SETH FISCHER | |||