JAKKS PACIFIC INC — Director's Dealing 2007

Jan 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2007-01-01

Reporting Person: FRIEDMAN JACK (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-01-01	Common Stock	A	120000	$21.84	Acquired	643726	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$16.25	2007-07-11	Common Stock (175000)	175000	Direct

Footnotes

F1: Such 120,000 shares were issued pursuant to the terms of Holder's Employment Agreement with the Issuer and are further
subject to the terms of that certain January 1, 2007 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, 2008, including the condition that the Issuer's Pre-Tax Income (as defined
in the Agreement) for 2007 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, 2008 and (b) the remaining 60,000 shares prior to January 1, 2009; provided, however,
that if the Issuer's Pre-Tax Income for 2007 exceeds $2,000,000 and the Issuer's Adjusted EPS Growth (as defined in the
Agreement) for 2007 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, 2008 will be accelerated to the date the Adjusted EPS Growth is determined.

F3: Represents the closing price of the Issuer's common stock on 12/29/06, as reported by Nasdaq.

F4: This option is immediately exercisable.