UNITED
STATES
|
||||
SECURITIES
AND EXCHANGE COMMISSION
|
||||
Washington,
D.C. 20549
|
||||
SCHEDULE
13G
|
||||
(Rule
13d-102)
|
||||
Information
Statement Pursuant to Rules 13d-1 and 13d-2
|
||||
Under
the Securities Exchange Act of 1934
|
||||
(Amendment
No. )*
|
||||
JAKKS
Pacific, Inc.
|
(Name
of Issuer)
|
||||
Common
Stock
|
(Title
of Class of Securities)
|
||||
47012E106
|
(CUSIP
Number)
|
||||
October
31, 2008
|
Date
of Event Which Requires Filing of the
Statement
|
[
]
|
Rule
13d-1(b)
|
|
[X]
|
Rule
13d-1(c)
|
|
[
]
|
Rule
13d-1(d)
|
Cusip
No.
47012E106
|
13G
|
Page
2 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group, L.L.C.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(1)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(1) |
Based
on 27,430,287 outstanding shares of the Common Stock of Issuer, as
reported in the Issuer’s Definitive Proxy Statement, as filed with the
Securities and Exchange Commission on August 20, 2008.
|
Cusip
No.
47012E106
|
13G
|
Page 3 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group II, L.L.C.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(2)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(2)
|
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 4 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited Partnership
|
||
2.
|
|||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited partnership
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(3)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
(3) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 5 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(4)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
(4) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 6 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings I LP
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited partnership
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(5)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
(5) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 7 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings II LP
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited partnership
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(6)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
(6) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 8 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Advisors LLC
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(7)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
(7) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 9 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(8)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
(8) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 10 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Group LLC
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(9)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
OO;
BD
|
(9) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 11 of
17
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Trading Ltd.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,688,088
shares
|
||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.8%(10)
as of the date of this filing
|
||
12.
|
TYPE
OF REPORTING PERSON
CO
|
(10) |
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page
12 of
17
Pages
|
Item
1(a)
|
Name
of Issuer: JAKKS
Pacific, Inc.
|
1(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
Item
2(a)
|
Name
of Person Filing(11)
|
Item
2(b)
|
Address
of Principal Business Office
|
Item
2(c)
|
Citizenship
|
Citadel
Investment Group, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Limited Partnership
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited partnership
|
Kenneth
Griffin
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
U.S.
Citizen
|
Citadel
Holdings I LP
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited partnership
|
Cusip
No.
47012E106
|
13G
|
Page 13 of
17
Pages
|
Citadel
Holdings II LP
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited partnership
|
Citadel
Advisors LLC
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Equity Fund Ltd.
|
c/o
Citadel Investment Group, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Cayman
Islands company
|
Citadel
Derivatives Group LLC
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Delaware
limited liability company
|
Citadel
Derivatives Trading Ltd.
|
c/o
Citadel Investment Group II, L.L.C.
|
131
S. Dearborn Street
|
32nd
Floor
|
Chicago,
Illinois 60603
|
Cayman
Islands company
|
2(d)
|
Title
of Class of Securities:
|
2(e)
|
CUSIP
Number: 47012E106
|
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
a:
|
(a)
|
[__]
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
(b)
|
[__]
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act;
|
(c)
|
[__]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
Cusip
No.
47012E106
|
13G
|
Page 14 of
17
Pages
|
(d)
|
[__]
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
(e)
|
[__]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
(f)
|
[__]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
(g)
|
[__]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
(h)
|
[__]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
(i)
|
[__]
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
|
(j)
|
[__]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
Item 4 |
Ownership:
|
(a) |
Amount
beneficially owned:
|
(b) |
Percent
of Class:
|
(c) |
Number
of shares as to which such person
has:
|
(i) |
sole
power to vote or to direct the
vote:
|
0
|
(12)
|
See
footnote 1 above.
|
Cusip
No.
47012E106
|
13G
|
Page 15 of
17
Pages
|
(ii)
|
shared
power to vote or to direct the
vote:
|
(iii) |
sole
power to dispose or to direct the disposition
of:
|
0
|
(iv) |
shared
power to dispose or to direct the disposition
of:
|
Item 5 |
Ownership
of Five Percent or Less of a Class:
|
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:
|
Item 8 |
Identification
and Classification of Members of the
Group:
|
Item 9 |
Notice
of Dissolution of Group:
|
Item 10 |
Certification:
|
Cusip
No.
47012E106
|
13G
|
Page 16 of
17
Pages
|
KENNETH
GRIFFIN
By:
/s/
John C. Nagel
John
C. Nagel, attorney-in-fact*
CITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
CITADEL
DERIVATIVES GROUP LLC
By: Citadel
Holdings I LP,
its
Manager
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
CITADEL
INVESTMENT GROUP II, L.L.C.
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
CITADEL
HOLDINGS I LP
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
|
CITADEL
EQUITY FUND LTD.
By: Citadel
Limited Partnership,
its
Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
CITADEL
DERIVATIVES TRADING LTD.
By: Citadel
Advisors LLC,
its
Portfolio Manager
By: Citadel
Holdings II LP,
its
Sole Managing Member
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
|
Cusip
No.
47012E106
|
13G
|
Page 17 of
17
Pages
|
CITADEL
HOLDINGS II LP
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized Signatory
|
CITADEL
ADVISORS LLC
By: Citadel
Holdings II LP,
its
Sole Managing Member
By: Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Authorized
Signatory
|