JAKKS PACIFIC INC — Director's Dealing 2020

Nov 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2020-11-20

Reporting Person: Kimble John Louis (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-20	Common Stock	M	3922	$0.00	Acquired	3922	Direct
2020-11-20	Common Stock	M	29762	$0.00	Acquired	33684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-20	Restricted Stock Unit ("RSU")	$	M	29762	Disposed		Common Stock (29762)	Direct
2020-11-20	Restricted Stock Unit ("RSU")	$	M	3922	Disposed		Common Stock (3922)	Direct
2020-11-20	Restricted Stock Unit ("RSU")	$	A	100200	Acquired		Common Stock (100200)	Direct

Footnotes

F1: Vested according to the terms of the RSU described on Table II granted on November 20, 2019.

F2: Vested on the one year anniversary of its grant.

F3: Certain of the underlying shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company'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 November 20, 2019. 17,647 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%). 11,765 of RSUs will vest in 3 equal annual installments commencing on the first anniversary of 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.

F6: Represents the closing price of the Company's common stock on the date of vesting, as reported by NASDAQ.

F7: 60,120 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%). 40,080 of RSUs will vest in 3 equal annual installments commencing on the first anniversary of 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.

F8: Represents the closing price of the Company's common stock for the trading day preceding the date of grant, as reported by NASDAQ.