JAKKS PACIFIC INC

Major Shareholding Notification • Feb 3, 2022

SC 13G/A 1 jakks_13ga3.htm SC 13G/A Field: Rule-Page

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

JAKKS PACIFIC, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

47012E403

(CUSIP Number)

February 1, 2022

(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)

*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 the disclosures provided in a prior cover page.

The information required in 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).

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| CUSIP
No. 47012E403 — 1. | Names
of Reporting Persons Lawrence I. Rosen | | |
| --- | --- | --- | --- |
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) | | |
| | (a) | o | |
| | (b) | o | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization United States | | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole
Voting Power 1,528,183 |
| | | 6. | Shared
Voting Power |
| | | 7. | Sole
Dispositive Power 1,528,183 |
| | | 8. | Shared
Dispositive Power |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,528,183 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | |
| 11. | Percent
of Class Represented by Amount in Row (9) 16.1% 1 | | |
| 12. | Type
of Reporting Person (See Instructions) IN - Individual | | |

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1 Based upon 9,503,535 shares of common stock, $0.001 par value per share, of JAKKS Pacific, Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.

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| Item 1. | (a) | Name
of Issuer JAKKS PACIFIC, INC. | |
| --- | --- | --- | --- |
| | (b) | Address of Issuer’s Principal
Executive Offices 2951 28TH STREET SANTA MONICA, CA 90405 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing Lawrence I. Rosen (“Mr. Rosen”) | |
| | (b) | Address
of Principal Business Office or, if none, Residence The principal business address of Mr. Rosen is 1578 Sussex Turnpike (Bldg. 5), Randolph, NJ 07869. | |
| | (c) | Citizenship United States | |
| | (d) | Title
of Class of Securities Common Stock, par value $0.001 | |
| | (e) | CUSIP
Number 47012E403 | |
| Item
3. | If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| | (j) | o | A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| | (k) | o | Group,
in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____ |

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount
beneficially owned: 1,528,183
	(b)	Percent
of class: 16.1% Based upon 9,503,535 shares of common stock, $0.001 par value per share, of JAKKS Pacific, Inc., a Delaware
corporation (the “Issuer”), issued and outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November
12, 2021.
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 1,528,183
		(ii)	Shared
power to vote or to direct the vote
		(iii)	Sole
power to dispose or to direct the disposition of 1,528,183
		(iv)	Shared
power to dispose or to direct the disposition of
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 person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following o .
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
Item
7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
Item 8.	Identification
and Classification of Members of the Group
Item 9.	Notice of
Dissolution of Group

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| Item 10. |
| --- |
| 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 with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11. |

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 3, 2022
Date
/s/ Lawrence I. Rosen
Signature
Lawrence I. Rosen
Name

Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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