JAKKS PACIFIC INC — Director's Dealing 2019

Apr 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2019-04-01

Reporting Person: Novak Brent T (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-01	Common Stock	M	71429	$0.00	Acquired	71429	Direct
2019-04-01	Common Stock	F	24281	$1.01	Disposed	47148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-01	Restricted Stock Unit ("RSU")	$	M	71429	Disposed		Common Stock (71429)	Direct
2019-04-01	Restricted Stock Unit ("RSU")	$	A	742574	Acquired		Common Stock (742574)	Direct

Footnotes

F1: Vested according to the terms of the RSU described on Table II granted on April 1, 2018.

F2: Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

F3: Represents that number of shares surrendered by the Holder in order to satisfy a tax withholding obligation, as permitted by the terms of a previously reported Restricted Stock Award Agreement by and between the Holder and the Issuer and as approved by the Compensation Committee of the Issuer's Board of Directors.

F4: Issued under the Company's 2002 Stock Award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred or otherwise encumbered prior to vesting.

F5: Granted on 4/1/2018. 142,857 of RSUs will be subject to three year "cliff vesting" (i.e. vesting is based upon performance at the close of the three year performance period), with vesting of each annual grant of RSUs determined by the following performance measures: (i) Total shareholder return as compared to the Russell 2000 Index (weighted 50%); (ii) Net revenue growth as compared to the Company's peer group (weighted 25%), and (iii) EBITDA growth as compared to the Company's peer group (weighted 25%). 142,857 of RSUs will vest in 2 equal annual installments on 4/1/2020 and 4/1/2021. The Reporting Person must be employed by Issuer for an RSU to vest.

F6: Represents the closing price of the Issuer's common stock on 3/29/2019 (the day prior to the transaction day), as reported by Nasdaq.

F7: 297,030 of RSUs will be subject to three year "cliff vesting" (i.e. vesting is based upon performance at the close of the three year performance period), with vesting of each annual grant of RSUs determined by the following performance measures: (i) Total shareholder return as compared to the Russell 2000 Index (weighted 50%); (ii) Net revenue growth as compared to the Company's peer group (weighted 25%), and (iii) EBITDA growth as compared to the Company's peer group (weighted 25%). 445,544 of RSUs will vest in 3 equal annual installments commencing on the first anniversary pf the date of grant and on the second and third anniversaries thereafter. The Reporting Person must be employed by Issuer for an RSU to vest.