JAKKS PACIFIC INC — Director's Dealing 2008

Jan 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2008-01-01

Reporting Person: BERMAN STEPHEN G (Director, COO, President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-01	Common Stock	A	120000	$23.61	Acquired	271715	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, 2008
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, 2009, including the condition that the Issuer's Pre-Tax
Income (as defined in the Agreement) for 2008 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, 2009 and (b) the
remaining 60,000 shares prior to January 1, 2010; provided, however, that if the Issuer's Pre-Tax Income for 2008 exceeds
$2,000,000 and the Issuer's Adjusted EPS Growth (as defined
in the Agreement) for 2008 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, 2010
will be accelerated to the date the Adjusted EPS Growth is determined.

F3: Represents the closing price of the Issuer's common stock on 12/31/07, as reported by Nasdaq.

F4: Includes 175,000 shares with respect to which the Holder has agreed with the Issuer shall be subject to the following
restrictions on resale: none of such shares may be sold prior to
June 11, 2009 and not more than 50% (i.e., 87,500) of such shares may be sold prior to June 11, 2010.

F5: Pursuant to the terms of that certain January 1, 2007 Restricted Stock Award Agreement (the "2007 Agreement") by and between
the Holder and the Issuer, the Holder is prohibited
from selling, assigning, transferring, pledging or otherwise encumbering 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 2007 Agreement) for 2007 increases by certain
percentages as set forth in the 2007 Agreement, the vesting
of some or all of the 60,000 shares that would otherwise vest on January 1, 2009 will be accelerated to the date the Adjusted
EPS Growth is determined.