JAKKS PACIFIC INC

Major Shareholding Notification • Jan 6, 2020

SC 13D/A 1 d832899dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

JAKKS PACIFIC, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

47012E106

(CUSIP Number)

California Capital Z, LLC

9922 Jefferson Boulevard

Culver City, California 90232

(310) 836-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 2 OF 8 PAGES

| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Patrick Soon-Shiong | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP * (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO, PF, AF (See Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY E A C H REPORTING PERSON WITH | 7 | SOLE VOTING POWER None (See Item 5) |
| | 8 | SHARED VOTING POWER None (See Item 5) |
| | 9 | SOLE DISPOSITIVE POWER None (See Item 5) |
| | 10 | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ☐ Not
applicable | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0% (See Item 5) | |
| 14 | TYPE OF REPORTING PERSON* IN | |

• See Instructions

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 3 OF 8 PAGES

| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) California Capital Z, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP * (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC, AF (See Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION California | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY E A C H REPORTING PERSON WITH | 7 | SOLE VOTING POWER None (See Item 5) |
| | 8 | SHARED VOTING POWER None (See Item 5) |
| | 9 | SOLE DISPOSITIVE POWER None (See Item 5) |
| | 10 | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0% (See Item 5) | |
| 14 | TYPE OF REPORTING PERSON* OO – limited liability company | |

• See Instructions

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 4 OF 8 PAGES

| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) California Capital Equity, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP * (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC (See Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY E A C H REPORTING PERSON WITH | 7 | SOLE VOTING POWER None (See Item 5) |
| | 8 | SHARED VOTING POWER None (See Item 5) |
| | 9 | SOLE DISPOSITIVE POWER None (See Item 5) |
| | 10 | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0% (See Item 5) | |
| 14 | TYPE OF REPORTING PERSON* OO – limited liability company | |

• See Instructions

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 5 OF 8 PAGES

| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NantWorks LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP * (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC (See Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY E A C H REPORTING PERSON WITH | 7 | SOLE VOTING POWER None (See Item 5) |
| | 8 | SHARED VOTING POWER None (See Item 5) |
| | 9 | SOLE DISPOSITIVE POWER None (See Item 5) |
| | 10 | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0% (See Item 5) | |
| 14 | TYPE OF REPORTING PERSON* OO – limited liability company | |

• See Instructions

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 6 OF 8 PAGES

This Amendment No. 8 amends the Schedule 13D filed with the Securities and Exchange Commission (the “ SEC ”), on October 15, 2012, by California Capital Z, LLC, a California limited liability company (“ California Capital ”), and Dr. Patrick Soon-Shiong with respect to the common stock, par value $0.001 per share (“ Common Stock ”), of JAKKS Pacific, Inc., a Delaware corporation (the “ Company ”), as amended by (i) Amendment No. 1 thereto, filed with the SEC on April 9, 2013, (ii) Amendment No. 2 thereto, filed with the SEC on April 10, 2013, (iii) Amendment No. 3 thereto, filed with the SEC on July 15, 2013, (iv) Amendment No. 4 thereto, filed with the SEC on July 22, 2013, (v) Amendment No. 5 thereto, filed with the SEC on November 25, 2015, (vi) Amendment No. 6 thereto, filed with the SEC on March 4, 2016 and (vii) Amendment No. 7 thereto, filed with the SEC on July 26, 2016. The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 8) shall not be construed to be an admission that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

This is the final amendment to this Schedule 13D and an exit filing for the Reporting Persons.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

(a)-(b) The responses to Items 7-13 on the cover pages are incorporated by reference herein.

Item 5(c) of this Schedule 13D is hereby amended to include the following information:

(c) On December 30, 2019, Dr. Soon-Shiong and California Capital sold 239,622 shares of Common Stock and 2,261,054 shares of Common Stock, respectively, for a price of $0.99 per share in a privately negotiated transaction.

Item 5(e) of this Schedule 13D is hereby amended to include the following information:

(e) On December 30, 2019, as a result of the transactions described in Item 5(c) above, the Reporting Persons ceased to be a beneficial owner of more than 5% of the Common Stock.

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 7 OF 8 PAGES

SIGNATURE

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

Dated: January 6, 2020

CALIFORNIA CAPITAL Z, LLC
By:	/s/ Charles Kenworthy
Its:	Manager
PATRICK SOON-SHIONG
/s/ Patrick Soon-Shiong
CALIFORNIA CAPITAL EQUITY, LLC
By:	/s/ Charles Kenworthy
Its:	Manager
NANTWORKS LLC
By:	/s/ Charles Kenworthy
Its:	Authorized Signatory

CUSIP No. 47012E106 SCHEDULE 13D/A PAGE 8 OF 8 PAGES

EXHIBIT INDEX

| Exhibit No. | Description of
Exhibit |
| --- | --- |
| 1 | Joint Filing Agreement, dated as of October 15, 2012, between California Capital Z, LLC and Dr. Patrick Soon-Shiong (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on
October 15, 2012). |
| 2 | Joint Filing Agreement, dated as of July 5, 2013, among Dr. Patrick Soon-Shiong, California Capital Z, LLC and NantWorks LLC (incorporated by reference to Exhibit 2 to Amendment No. 3 to the Schedule 13D filed by the
Reporting Persons with the SEC on July 15, 2013) |
| 3 | Warrant for the Purchase of Common Stock, dated as of September 12, 2012, by JAKKS Pacific, Inc. in favor of NantWorks LLC (incorporated by reference to Exhibit 3 to Amendment No. 3 to the Schedule 13D filed by the
Reporting Persons with the SEC on July 15, 2013). |
| 4 | Registration Rights Agreement, dated as of September 12, 2012, between JAKKS Pacific, Inc. and NantWorks LLC (incorporated by reference to Exhibit 4 to Amendment No. 3 to the Schedule 13D filed by the Reporting Persons
with the SEC on July 15, 2013). |
| 5 | Joint Filing Agreement, dated as of November 25, 2015, among Dr. Patrick Soon-Shiong, California Capital Z, LLC, California Capital Equity, LLC, and NantWorks LLC (incorporated by reference to Exhibit 5 to Amendment
No. 5 to the Schedule 13D filed by the Reporting Persons with the SEC on November 25, 2015). |