JAKKS PACIFIC INC — Director's Dealing 2009

Jan 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2009-01-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-01	Common Stock	A	120000	$20.63	Acquired	543977	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, 2009 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, 2010, including the condition that the Issuer's Pre-Tax Income (as defined
in the Agreement) for 2009 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 the 120,000
shares prior to January 1, 2010.

F3: Represents the closing price of the Issuer's common stock on 12/31/08, as reported by Nasdaq.