JAKKS PACIFIC INC — Director's Dealing 2005

Jan 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2005-01-01

Reporting Person: FRIEDMAN JACK (Director, Chairman & Chief Exec. Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-01	Common Stock	A	120000	$22.11	Acquired	702272	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$16.25	2007-07-11	Common Stock (175000)	175000	Direct
Options	$7.875	2006-06-22	Common Stock (18955)	18955	Direct
Options	$7.875	2005-09-15	Common Stock (107991)	107991	Direct
Options	$7.875	2005-08-12	Common Stock (55308)	55308	Direct

Footnotes

F1: Such 120,000 shares were issued pursuant to the terms of Holder's 1/1/03 Employment Agreement with the Issuer and are further subject to the terms of that certain January 1, 2005 Restricted Stock Award Agreement (the "Agreement") by and between the Holder and the Issuer. The Agreement provides that the Holder will forfeit his rights to all 120,000 shares unless certain conditions precedent are met prior to January 1, 2006, including the condition that the Issuer's Pre-Tax Income (as defined in the Agreement) for 2005 exceeds $2,000,000, whereupon the forfeited shares will become authorized but unissued shares of the Issuer's common stock.

F2: The Agreement prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering (a) 60,000 of the 120,000 shares prior to January 1, 2006 and (b) the remaining 60,000 shares prior to January 1, 2007; provided, however, that if the Issuer's Pre-Tax Income for 2005 exceeds $2,000,000 and the Issuer's Adjusted EPS Growth (as defined in the Agreement) for 2005 increases by certain percentages as set forth in the Agreement, the vesting of some or all of the 60,000 shares that would otherwise vest on January 1, 2007 will be accelerated to the date the Adjusted EPS Growth is determined.

F3: Represents the closing price of the Issuer's common stock on 12/31/04, as reported by Nasdaq.

F4: This option is immediately exercisable, except as follows: 26,250 shares become exercisable on 7/12/04, 43,750 shares become exercisable on 7/12/05 and 52,500 shares become exercisable on 7/12/06.

F5: This option is immediately exercisable, except as follows: 4,739 shares become exercisable on 6/23/04 and 5,687 shares become exercisable on 6/23/05.

F6: This option is immediately exercisable, except as follows: 32,396 shares become exercisable on 9/15/04.

F7: This option is immediately exercisable, except as follows: 16,593 shares become exercisable on 8/12/04.