JAKKS PACIFIC INC — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2017-01-27

Reporting Person: Pine River Capital Management L.P. (10% Owner)
Reporting Person: Pine River MASTER FUND LTD. (10% Owner)
Reporting Person: TAYLOR BRIAN (10% Owner)
Reporting Person: Pine River Capital Management LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	J	1637550	—	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-27	4.25% Convertible Senior Notes due 2018	$	J		Disposed	2018-08-01	Common Stock (2583559)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
4.875% Convertible Senior Notes due 2020	$	2020-06-01	Common Stock (879273)		Indirect

Footnotes

F1: These securities are held directly by the Pine River Master Fund, for which Pine River Capital Management L.P. (the "Partnership") is the Investment Manager. Mr. Brian Taylor is the sole member of Pine River Capital Management LLC, the general partner of the Partnership.

F2: 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, or for any other purpose.

F3: On January 27, 2017, the Pine River Master Fund Ltd. (the "Master Fund") entered into an Exchange Agreement with the Issuer, pursuant to which the Master Fund transferred $22,590,000 aggregate principal amount of the Issuer's 4.250% Subordinated Convertible Senior Notes due 2018 (the "4.250% Notes") held by the Master Fund to the Issuer in simultaneous exchange for 1,637,550 shares of the Issuer's Common Stock ("Common Stock") and $13,998,195.75 in cash.

F4: The 4.250% Notes were 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.

F5: The 4.875% Convertible Senior Notes due 2020 are convertible into shares of 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.