JAKKS PACIFIC INC — Director's Dealing 2011

Feb 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2011-02-11

Reporting Person: BERMAN STEPHEN G (Director, CEO, COO, Pres. and Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	18238	$18.34	Acquired	169694	Direct
2011-02-11	Common Stock	A	4089	$18.34	Acquired	173783	Direct
2011-02-23	Common Stock	F	1110	$18.34	Disposed	172673	Direct

Footnotes

F1: Such 18,238 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 February 11, 2011 Restricted Stock Award Agreement (the "Agreement") by and between the Holder
and the Issuer.

F2: The 18,238 shares will vest in seven tranches over six years, with each of the first six tranches equal to 14.5% of the total
grant, and a seventh tranche equal to 13% of the total grant. The initial tranche vested on the date of the Agreement with
each succeeding tranche vesting on January 1 of each year commencing with January 1, 2012 with the final tranche vesting on
January 1, 2017.

F3: Represents the closing price of the Issuer's common stock on 2/10/11, 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.

F5: Shares will vest in equal tranches over three years, with each tranche vesting on the anniversary date of the grant,
commencing with the first anniversary date of the date of the grant.

F6: Represents that number of shares surrendered by the Holder in order to satisfy a tax withholding obligation, as permitted by
the terms of previously reported Restricted Stock Award Agreement by and between the Holder and the Issuer and as approved
by the Compensation Committee of the Issuer's Board of Directors.