JAKKS PACIFIC INC — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-01	Common Stock	A	27442	$18.22	Acquired	207442	Direct

Footnotes

F1: Such 27,442 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, 2011 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 27,442 shares unless certain
conditions precedent are met prior to January 1, 2012, including the condition that the Issuer's Earnings Per Share (as
defined in the Agreement) for 2011 exceeds $1.41, whereupon the forfeited shares will become authorized but unissued shares
of the Issuer's common stock.

F2: Assuming the conditions referred to in footnote 1 are met, the 27,442 shares will vest in equal tranches over six years, with
each tranche vesting on the anniversary date of the Agreement, commencing with the first anniversary date of the date of the
Agreement.

F3: Represents the closing price of the Issuer's common stock on 12/31/10, 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.