JAKKS PACIFIC INC — Director's Dealing 2011

Oct 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2011-10-01

Reporting Person: MCGRATH JOHN JOSEPH (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-01	Common Stock	A	3957	$18.95	Acquired	19182	Direct

Footnotes

F1: Such 3,957 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 October 1, 2011 Restricted Stock Award Agreement by and between the Holder and the Issuer.

F2: The 3,957 shares will vest in four tranches, with each tranche equal to 25% of the total grant. The initial tranche will vest on the date in 2012 as of which the 3% Vesting Condition (as defined in the Holder's Employment Agreement) is determined to be satisfied with each succeeding tranche vesting on January 1 of each year commencing with January 1, 2013 with the final tranche vesting on January 1, 2015.

F3: Represents the closing price of the Issuer's common stock on 9/30/11, as reported by Nasdaq.

F4: Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provision in Holder's Employment Agreement with the Issuer.