5 1 zndtf5gm.txt Form 5 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB Number: 3235-0362 Expires: January 31, 2005 Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported X Form 4 Transactions Reported 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(f) of the Investment Company Act of 1940 OMB APPROVAL 1.Name and Address of Reporting Person* Gruber & McBaine Capital Mgmt, LLC, 50 Osgood Place, San Francisco, CA 94133 2.Issuer Name and Ticker or Trading Symbol Zindart LTD (ZNDT) 3.I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 4.Statement for Month/Year 1/02 5.If Amendment, Date of Original (Month/Year) 6.Relationship of Reporting Person(s) to Issuer (Check all applicable) ___Director__X_10% Owner ___Officer(give title below)___Other(specify below) 7.Individual or Joint/Group Reporting (check applicable line) _X__Form Filed by One Reporting Person ___Form Filed by More than One Reporting Person Table I-Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security(Instr. 3) 2. Trans-action Date (Month/ Day/ Year) 3. Trans-action Code(Instr. 8) 4. Securities Acquired (A) or Disposed of (D) -Amount, A or D, Price 5. Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year 6. Owner-ship Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) 1. 2. 3. 4. 4. 4. 5. 6. 7 Title Date Code Amount A/D Price Owned Ownership Nature ----------------------------------------------------------------------------- Common 7/17/2001 b 4,000 A 3.240 927,000 I By LP and IAA* Common 8/15/2001 b 200 A 2.195 927,000 I By LP and IAA* Common 8/16/2001 b 4,000 A 2.166 927,000 I By LP and IAA* Common 8/20/2001 b 1,000 A 2.125 927,000 I By LP and IAA* Common 8/21/2001 b 5,000 A 2.232 927,000 I By LP and IAA* Common 8/22/2001 b 3,000 A 2.195 927,000 I By LP and IAA* Common 8/29/2001 b 1,000 A 2.045 927,000 I By LP and IAA* Common 9/6/2001 b 1,200 A 2.045 927,000 I By LP and IAA* Common 9/7/2001 b 1,500 A 2.045 927,000 I By LP and IAA* Common 9/21/2001 b 10,000 A 2.026 927,000 I By LP and IAA* Common 9/24/2001 b 2,000 A 1.941 927,000 I By LP and IAA* Common 9/24/2001 b 1,500 A 1.780 927,000 I By LP and IAA* Common 9/24/2001 b 3,200 A 1.941 927,000 I By LP and IAA* Common 9/24/2001 b 2,000 A 1.941 927,000 I By LP and IAA* Common 9/25/2001 b 2,600 A 1.726 927,000 I By LP and IAA* Common 9/26/2001 b 1,800 A 1.745 927,000 I By LP and IAA* Common 9/28/2001 b 3,000 A 1.734 927,000 I By LP and IAA* Common 10/2/2001 b 6,000 A 1.695 927,000 I By LP and IAA* Common 10/2/2001 b 3,000 A 1.695 927,000 I By LP and IAA* Common 10/3/2001 b 13,000 A 1.617 927,000 I By LP and IAA* Common 10/4/2001 b 10,000 A 1.300 927,000 I By LP and IAA* Common 10/4/2001 b 4,000 A 1.300 927,000 I By LP and IAA* Common 10/4/2001 b 7,000 A 1.300 927,000 I By LP and IAA* Common 10/4/2001 b 7,000 A 1.355 927,000 I By LP and IAA* Common 10/4/2001 b 6,000 A 1.300 927,000 I By LP and IAA* Common 10/4/2001 b 5,000 A 1.355 927,000 I By LP and IAA* Common 10/5/2001 b 5,000 A 1.300 927,000 I By LP and IAA* Common 10/5/2001 b 3,000 A 1.300 927,000 I By LP and IAA* Common 10/5/2001 b 5,000 A 1.300 927,000 I By LP and IAA* Common 10/5/2001 b 4,000 A 1.300 927,000 I By LP and IAA* Common 10/10/2001 b 2,000 A 1.345 927,000 I By LP and IAA* Common 10/11/2001 b 10,000 A 1.425 927,000 I By LP and IAA* Common 10/11/2001 b 8,000 A 1.425 927,000 I By LP and IAA* Common 10/18/2001 b 3,000 A 1.350 927,000 I By LP and IAA* Common 10/18/2001 b 1,500 A 1.350 927,000 I By LP and IAA* Common 11/2/2001 b 2,800 A 1.799 927,000 I By LP and IAA* Common 11/2/2001 b 2,000 A 1.799 927,000 I By LP and IAA* Common 11/5/2001 b 5,000 A 1.850 927,000 I By LP and IAA* Common 11/5/2001 b 1,000 A 1.850 927,000 I By LP and IAA* Common 11/5/2001 b 3,000 A 1.850 927,000 I By LP and IAA* Common 12/11/2001 b 6,500 A 1.836 927,000 I By LP and IAA* Common 12/11/2001 b 1,900 A 1.836 927,000 I By LP and IAA* Common 12/31/2001 b 1,600 A 1.770 927,000 I By LP and IAA* *By LP and IAA= By Limited Partnerships and Investment Advisory Accounts 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.Conver- sion or Exercise Price of Derivative Security 3.Trans- action Date (Month/ Day/ Year) 4.Trans- action Code (Instr. 8) 5.Number of Derivative Securities Acquired (A) or Disposed of (D) 6.Date Exercisable and Expiration Date (Month/Day/Year) 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 at End of Year 10.Ownership of Derivative Security: Direct (D) or Indirect (I) 11.Nature of Indirect Beneficial Ownership Exercise Transaction Number Date Title Number Ownership Nature Title Price Date Code A or D Exercise Owned D/I ----------------------------------------------------------------------------- Explanation of Responses: ____________________________________ **Signature of Reporting Person ____________________________________ Date **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note:File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. http://www.sec.gov/divisions/corpfin/forms/form5.htm Last update: 02/11/2002