JAKKS PACIFIC INC — Major Shareholding Notification 2009

Feb 13, 2009

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

| JAKKS
Pacific, Inc. |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $.001 per share |
| --- |
| (Title
of Class of Securities) |

47012E106
(CUSIP
Number)

| December
31, 2008 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | Defiance
Asset Management, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 390,178 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 390,178 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 390,178 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 1.42% |
| 12. | TYPE
OF REPORTING PERSON IA;
OO |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | Robert
J. Marcin |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 390,178 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 390,178 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 390,178 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 1.42% |
| 12. | TYPE
OF REPORTING PERSON IN |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | Steve
Epstein |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 390,178 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 390,178 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 390,178 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 1.42% |
| 12. | TYPE
OF REPORTING PERSON IN |

CUSIP No 47012E106

| Item
1. |
| --- |
| JAKKS
Pacific, Inc. |

(b).
22619
Pacific Coast Highway
Malibu,
California 90265

| Item
2. |
| --- |
| Defiance
Asset Management, LLC Robert
J. Marcin Steve
Epstein |

| (b). |
| --- |
| Defiance
Asset Management, LLC 100
Front Street Suite
920 West
Conshohocken, PA 19428 United
States of America Robert
J. Marcin c/o
Defiance Asset Management, LLC 100
Front Street Suite
920 West
Conshohocken, PA 19428 United
States of America Steve
Epstein c/o
Defiance Asset Management, LLC 100
Front Street Suite
920 West
Conshohocken, PA 19428 United
States of America |

| (c). |
| --- |
| Defiance
Asset Management, LLC – Delaware Robert
J. Marcin – United States Steve
Epstein – United States |

(d).
Common
Stock, par value $.001 per share

(e).
47012E106

ITEM 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) |
| --- |
| Defiance
Asset Management, LLC: 390,178 Robert
J. Marcin: 390,178 Steve
Epstein: 390,178 |

| (b) |
| --- |
| Defiance
Asset Management, LLC: 1.42% Robert
J. Marcin: 1.42% Steve
Epstein: 1.42% |

(c) Number of shares as to which Defiance Asset Management, LLC has:

| | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 390,178 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 390,178 | . |
| Number of shares as to which Robert J. Marcin has: | | | |

| | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 390,178 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 390,178 | . |
| Number of shares as to which Steve Epstein has: | | | |

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 390,178 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 390,178 | . |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| February
17, 2009 |
| --- |
| Date |
| Defiance
Asset Management, LLC |
| By: /s/
Robert J. Marcin |
| Name:
Robert J. Marcin |
| Title:
Principal of Defiance Asset Management, LLC |
| /s/
Robert J. Marcin |
| Name:
Robert J. Marcin |
| /s/
Steve Epstein* |
| Name:
Steve Epstein |

• The Reporting Persons disclaim beneficial ownership over the securities except to the extent of the Reporting Persons’ pecuniary interest therein.

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 17, 2009 relating to the Common Stock, par value $.001, of Jakks Pacific, Inc. shall be filed on behalf of the undersigned.

DEFIANCE ASSET MANAGEMENT, LLC*

/s/ ROBERT J. MARCIN *

By: Robert J. Marcin

/S/ ROBERT J. MARCIN *

By: Robert J. Marcin

/S/ STEVE EPSTEIN *

By: Steve Epstein

• The Reporting Persons disclaim beneficial ownership over the securities except to the extent of the Reporting Persons’ pecuniary interest therein.

SK 23245 0003 959277