JAKKS PACIFIC INC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2016-12-30

Reporting Person: MCGRATH JOHN JOSEPH (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-30	Common Stock	D	143480	$5.15	Disposed	23378	Direct
2017-01-01	Common Stock	A	194175	$5.15	Acquired	217553	Direct

Footnotes

F1: Reflects the forfeiture of 143,480 shares issued pursuant to the terms of Holder's Employment Agreement that failed to vest pursuant to the terms of that certain January 1, 2016 Restricted Stock Award Agreement by and between the Holder and the Issuer.

F2: Represents the closing price of the Issuer's common stock on 12/30/16, 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 194,175 shares were issued pursuant to the terms of Holder's Employment Agreement with the Issuer (as amended to date) and are further subject to the terms of that certain January 1, 2017 Restricted Stock Award Agreement (the "Agreement") by and between the Holder and the Issuer.

F5: Such 194,175 shares shall vest as follows: 40% of the award is subject to time vesting in four equal annual installments over four years and the balance of the award is subject to three year "cliff vesting" upon satisfaction of certain performance measures at the close of the three year performance period based upon performance criteria to be determined by the Issuer's Compensation Committee during the first quarter of the year of grant.