SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BERMAN STEPHEN G (Last) (First) (Middle) C/O JAKKS PACIFIC, INC. 22619 PACIFIC COAST HIGHWAY (Street) MALIBU CA 90265 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JAKKS PACIFIC INC [ JAKK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Op. Off., Pres. & Sec.
	3. Date of Earliest Transaction (Month/Day/Year) 01/01/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2005		A		120,000(1)(2)	A	$22.11(3)	480,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$16.25							(4)	07/11/2007	Common Stock	175,000		175,000	D
Options	$7.875							(5)	06/22/2006	Common Stock	18,955		18,955	D
Options	$7.875							(6)	09/15/2005	Common Stock	107,991		107,991	D
Options	$7.875							(7)	08/12/2005	Common Stock	55,308		55,308	D
Options	$7.875							(8)	02/09/2005	Common Stock	93,784		93,784	D

Explanation of Responses:

1. Such 120,000 shares were issued pursuant to the terms of Holder's 1/1/03 Employment Agreement with the Issuer and are further subject to the terms of that certain January 1, 2005 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 120,000 shares unless certain conditions precedent are met prior to January 1, 2006, including the condition that the Issuer's Pre-Tax Income (as defined in the Agreement) for 2005 exceeds $2,000,000, whereupon the forfeited shares will become authorized but unissued shares of the Issuer's common stock.

2. The Agreement prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering (a) 60,000 of the 120,000 shares prior to January 1, 2006 and (b) the remaining 60,000 shares prior to January 1, 2007; provided, however, that if the Issuer's Pre-Tax Income for 2005 exceeds $2,000,000 and the Issuer's Adjusted EPS Growth (as defined in the Agreement) for 2005 increases by certain percentages as set forth in the Agreement, the vesting of some or all of the 60,000 shares that would otherwise vest on January 1, 2007 will be accelerated to the date the Adjusted EPS Growth is determined.

3. Represents the closing price of the Issuer's common stock on 12/31/2004, as reported by Nasdaq.

4. This option is immediately exercisable, except as follows: 26,250 shares became exercisable on 7/12/03, 26,250 shares became exercisable on 7/12/04, 43,750 shares become exercisable on 7/12/05 and 52,500 shares become exercisable on 7/12/06.

5. This option is immediately exercisable, except as follows: 2,843 shares became exercisable on 6/23/03, 4,739 shares became exercisable on 6/23/04 and 5,687 shares become exercisable on 6/23/05.

6. This option is immediately exercisable, except as follows: 26,998 shares became exercisable on 9/15/03, and 32,396 shares become exercisable on 9/15/04.

7. This option is immediately exercisable, except as follows: 13,827 shares became exercisable on 8/12/03, and 16,593 shares become exercisable on 8/12/04.

8. This option is immediately exercisable, except as follows: 41,629 shares become exercisable on 2/9/04.

	/s/ Stephen G. Berman	01/04/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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