JAKKS PACIFIC INC — Director's Dealing 2012

Jan 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2012-01-01

Reporting Person: MCGRATH JOHN JOSEPH (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	D	3957	$14.11	Disposed	15225	Direct
2012-01-01	Common Stock	A	5315	$14.11	Acquired	20540	Direct

Footnotes

F1: Reflects the forfeiture of 3,957 shares issued pursuant to the terms of Holder's Employment Agreement that failed to vest pursuant to the terms of that certain October 1, 2011 Restricted Stock Award Agreement by and between the Holder and the Issuer.

F2: Represents the closing price of the Issuer's common stock on 12/30/11, as reported by Nasdaq.

F3: Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provision in Holder's Employment Agreement with the Issuer.

F4: Such 5,315 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, 2012 Restricted Stock Award Agreement by and between the Holder and the Issuer.

F5: The 5,315 shares will vest in three tranches, with each tranche equal to 33.3% of the total grant. The initial tranche will vest on the date in 2013 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, 2014 with the final tranche vesting on January 1, 2015.