JAKKS PACIFIC INC — Major Shareholding Notification 2015

Feb 13, 2015

SC 13G/A 1 v401260_sc13g-a.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G/A

Amendment No. 1

JAKKS PACIFIC INC.

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(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

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(Title of Class of Securities)

47012E106

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(CUSIP Number of Class of Securities)

December 31, 2014

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(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o RULE 13d-1(b)

x RULE 13d-1(c)

o RULE 13d-1(d)

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CUSIP NO. 47012E106 Page 2 of 7

1)	Name Of Reporting Person Prentice Capital Management, LP
2)	Check The Appropriate Box If A Member Of
A Group (See Instructions) (a) o (b) x
3)	SEC Use Only
4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power: 0
6)	Shared Voting Power: 351,313
7)	Sole Dispositive Power: 0
8)	Shared Dispositive Power: 351,313

9)	Aggregate Amount Beneficially Owned By Each Reporting Person: 351,313
10)	Check Box If The Aggregate Amount In Row
(9) Excludes Certain Shares (See Instructions) o
11)	Percent of Class Represented by Amount in Row (9): 1.51%*
12)	Type of Reporting Person (See Instructions) PN

• Beneficial ownership percentage is based upon 23,264,905 shares of common stock, $0.001 par value per share, of Jakks Pacific Inc., a Delaware corporation (the “Company”), issued and outstanding as of November 10, 2014, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP NO. 47012E106 Page 3 of 7

1)	Name Of Reporting Person Michael Zimmerman
2)	Check The Appropriate Box If A Member Of
A Group (See Instructions) (a) o (b) x
3)	SEC Use Only
4)	Citizenship Or Place Of Organization: United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power: 0
6)	Shared Voting Power: 351,313
7)	Sole Dispositive Power: 0
8)	Shared Dispositive Power: 351,313

9)	Aggregate Amount Beneficially Owned By Each Reporting Person: 351,313
10)	Check Box If The Aggregate Amount In Row
(9) Excludes Certain Shares (See Instructions) o
11)	Percent of Class Represented by Amount in Row (9): 1.51%*
12)	Type of Reporting Person (See Instructions) IN

• Beneficial ownership percentage is based upon 23,264,905 shares of common stock, $0.001 par value per share, of the Company issued and outstanding as of November 10, 2014, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP NO. 47012E106 Page 4 of 7

ITEM 1(a). Name of Issuer:

Jakks Pacific Inc. (the “Company”)

ITEM 1(b). Address of Issuer's Principal Executive Offices:

22619 Pacific Coast Highway

Malibu, CA 90265

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ITEM 2(a). Names of Person Filing:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i) Prentice Capital Management, LP, a Delaware limited partnership (“Prentice Capital Management”), with respect to the Common Stock, par value $0.001 per share, of the Company (the “Shares”), reported in this Amendment No. 1 to the Schedule 13G (the “Amendment”).

(ii) Michael Zimmerman who is the managing member of certain entities that, directly or indirectly, serve as the general partner or investment manager of certain investment funds and managed accounts that own the Shares reported in this Amendment.

ITEM 2(b). Address of Principal Business Office Or, If None, Residence:

The address for the Reporting Persons is 33 Benedict Place, 2 nd Floor, Greenwich, CT 06830.

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ITEM 2(c). Citizenship:

Prentice Capital Management is organized under the laws of the State of Delaware. Mr. Zimmerman is a citizen of the United States.

ITEM 2(d). Title of Class of Securities:

Common Stock, $.001 par value per share

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ITEM 2(e). CUSIP Number: 47012E106

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CUSIP NO. 47012E106 Page 5 of 7

ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

Not Applicable

ITEM 4. Ownership:

Prentice Capital Management serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Shares reported in this Amendment. Michael Zimmerman is the managing member of certain entities that, directly or indirectly, serve as the general partner or investment manager of certain investment funds and managed accounts that own the Shares reported in this Amendment. As such, he may be deemed to control Prentice Capital Management and certain of the investment funds and managed accounts managed by Prentice Capital Management and therefore may be deemed to be the beneficial owner of the Shares reported in this Amendment. Each of the Reporting Persons disclaims beneficial ownership of all of the Shares reported in this Amendment.

(a) Amount Beneficially Owned: 351,313

(b) Percent of class: 1.51%

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 351,313

(iii) Sole power to dispose or to direct the disposition: 0

(iv) Shared power to dispose or to direct the disposition: 351,313

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

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CUSIP NO. 47012E106 Page 6 of 7

ITEM 8. Identification and Classification of Members of the Group.

See Item 4

ITEM 9. Notice of dissolution of group.

Not applicable.

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.

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CUSIP NO. 47012E106 Page 7 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2015
PRENTICE CAPITAL MANAGEMENT, LP
By:	/s/ Michael Zimmerman
	Name: Michael Zimmerman
	Title: Chief Executive Officer
/s/ Michael Zimmerman
Michael Zimmerman

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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