JAKKS PACIFIC INC — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2013-12-31

Reporting Person: BERMAN STEPHEN G (Director, CEO, President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	D	279553	$6.72	Disposed	142029	Direct
2013-12-31	Common Stock	F	1260	$6.72	Disposed	140769	Direct
2013-12-31	Common Stock	F	564	$6.72	Disposed	140205	Direct
2014-01-01	Common Stock	A	520833	$6.72	Acquired	661038	Direct

Footnotes

F1: Reflects the forfeiture of 279,553 shares issued pursuant to the terms of Holder's Employment Agreement that failed to vest pursuant to the terms of that certain January 1, 2013 Restricted Stock Award Agreement by and between the Holder and the Issuer.

F2: Represents the closing price of the Issuer's common stock on 12/31/13, 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 520,833 shares were issued pursuant to the terms of Holder's Employment Agreement with the Issuer (as amended and clarified to date) and are further subject to the terms of that certain January 1, 2014 Restricted Stock Award Agreement (the "Agreement") by and between the Holder and the Issuer.

F5: The 520,833 shares will vest pursuant to terms to be determined by the Issuer's Compensation Committee based upon performance criteria it establishes during the first quarter of the year of 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.