SEC FORM 4

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

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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^*

Bennett Joel M

(Last)

(First)

(Middle)

22619 PACIFIC COAST HIGHWAY

(Street)

MALIBU

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)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2004		G		490	D	$0	146,760	D
Common Stock								146,760⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$16.25							⁽²⁾	07/11/2004	Common Stock	20,000		20,000	D
Options	$7.875							⁽³⁾	06/22/2006	Common Stock	61,869		61,869	D
Options	$7.875							⁽⁴⁾	05/08/2006	Common Stock	3,001		3,001	D
Options	$7.875							⁽⁵⁾	12/30/2005	Common Stock	6,200		6,200	D
Options	$7.875							⁽⁶⁾	02/09/2005	Common Stock	14,133		14,133	D

Explanation of Responses:

1. Holder's rights to 120,000 of such shares are subject to the terms of that certain March 27, 2003 Restricted Stock Award Agreement by and between the Holder and the Issuer. Such Agreement (i) prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering 60,000 of such 120,000 shares prior to January 1, 2005; and (ii) provides that the Holder will forfeit his rights to all or some of such 60,000 shares unless certain conditions precedent are met prior to January 1, 2005. Upon such forfeiture, the Agreement provides, inter alia, that such forfeited shares will become authorized but unissued shares of the Issuer's common stock.

2. This option is immediately exercisable, except as follows: 3,000 shares become exercisable on 7/12/04, 5,000 shares become exercisable on 7/12/05 and 6,000 shares become exercisable on 7/12/06.

3. This option is immediately exercisable, except as follows 21,836 shares become exercisable on 6/23/05.

4. This option is immediately exercisable, except as follows: 1,058 shares become exercisable on 5/8/05.

5. This option is immediately exercisable, except as follows: 2,656 shares become exercisable on 12/30/04.

6. This option is immediately exercisable

	/s/ Joel M. Bennett	07/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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