Page 6 of 8 SEC Filing
SCHEDULE 13D/A
CUSIP No. 47012E106 PAGE
6
OF 8 PAGES
This Amendment No. 6 amends the Schedule 13D filed with the Securities and Exchange
Commission (the SEC), on October 15, 2012, by California Capital Z, LLC, a 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, and
(v) Amendment No. 5 thereto, filed with the SEC on November 25, 2015. The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 6) 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.
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:
The following calculations of percentage ownership of the outstanding Common Stock are based on 22,373,094 shares of
Common Stock outstanding as of November 6, 2015, as reported in the Form 10-Q filed by the Company with the SEC on November 9, 2015.
(a)-(b) Due to its ownership of the Warrant (as defined in Amendment No. 3 to this Schedule 13D), NantWorks may be deemed to beneficially own 1,500,000 shares of Common Stock, representing approximately 6.3% of the
outstanding Common Stock (after giving effect to the exercise of the Warrant). As the sole member of NantWorks, California Equity may be deemed to beneficially own all Common Stock owned by NantWorks. Accordingly, California Equity may be deemed to
beneficially own, in the aggregate, 1,500,000 shares of Common Stock, representing approximately 6.3% of the outstanding Common Stock (after giving effect to the exercise of the Warrant).
California Capital directly owns 2,961,054 shares of Common Stock, representing approximately 13.2% of the outstanding Common Stock.
Dr. Soon-Shiong directly owns 239,622 shares of Common Stock, representing approximately 1.1% of the outstanding Common Stock. In
addition, as the sole member of each of California Capital and California Equity, Dr. Soon-Shiong may be deemed to beneficially own all Common Stock beneficially owned by California Capital and by California Equity (including all Common Stock
beneficially owned by NantWorks). Accordingly, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 4,700,676 shares of Common Stock, representing approximately 19.7% of the outstanding Common Stock (after giving effect to the
exercise of the Warrant).
Dr. Soon-Shiong has the sole power to vote or direct the vote of, and the sole power to dispose or direct
the disposition of, the 239,622 shares of Common Stock that are directly owned by him. California Capital may be deemed to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the 2,961,054 shares of
Common Stock that are directly owned by California Capital with Dr. Soon-Shiong. NantWorks may be deemed to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the 1,500,000 shares of Common
Stock issuable upon exercise of the Warrant with California Equity and Dr. Soon-Shiong.
Item 5(c) of this Schedule 13D is hereby amended to
include the following information:
(c) On March 3, 2016, California Capital sold 1,000,000 shares of Common Stock on the open market for $7.45 per share.
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SCHEDULE 13D/A
| CUSIP No. 47012E106 | PAGE 6 OF 8 PAGES |
This Amendment No. 6 amends the Schedule 13D filed with the Securities and Exchange
Commission (the SEC), on October 15, 2012, by California Capital Z, LLC, a 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, and
(v) Amendment No. 5 thereto, filed with the SEC on November 25, 2015. The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 6) 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.
| 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:
The following calculations of percentage ownership of the outstanding Common Stock are based on 22,373,094 shares of
Common Stock outstanding as of November 6, 2015, as reported in the Form 10-Q filed by the Company with the SEC on November 9, 2015.
| (a)-(b) | Due to its ownership of the Warrant (as defined in Amendment No. 3 to this Schedule 13D), NantWorks may be deemed to beneficially own 1,500,000 shares of Common Stock, representing approximately 6.3% of the outstanding Common Stock (after giving effect to the exercise of the Warrant). As the sole member of NantWorks, California Equity may be deemed to beneficially own all Common Stock owned by NantWorks. Accordingly, California Equity may be deemed to beneficially own, in the aggregate, 1,500,000 shares of Common Stock, representing approximately 6.3% of the outstanding Common Stock (after giving effect to the exercise of the Warrant). |
California Capital directly owns 2,961,054 shares of Common Stock, representing approximately 13.2% of the outstanding Common Stock.
Dr. Soon-Shiong directly owns 239,622 shares of Common Stock, representing approximately 1.1% of the outstanding Common Stock. In
addition, as the sole member of each of California Capital and California Equity, Dr. Soon-Shiong may be deemed to beneficially own all Common Stock beneficially owned by California Capital and by California Equity (including all Common Stock
beneficially owned by NantWorks). Accordingly, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 4,700,676 shares of Common Stock, representing approximately 19.7% of the outstanding Common Stock (after giving effect to the
exercise of the Warrant).
Dr. Soon-Shiong has the sole power to vote or direct the vote of, and the sole power to dispose or direct
the disposition of, the 239,622 shares of Common Stock that are directly owned by him. California Capital may be deemed to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the 2,961,054 shares of
Common Stock that are directly owned by California Capital with Dr. Soon-Shiong. NantWorks may be deemed to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the 1,500,000 shares of Common
Stock issuable upon exercise of the Warrant with California Equity and Dr. Soon-Shiong.
Item 5(c) of this Schedule 13D is hereby amended to
include the following information:
| (c) | On March 3, 2016, California Capital sold 1,000,000 shares of Common Stock on the open market for $7.45 per share. |
