SC 13G

JAKK 13G 2016-12-31.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

JAKKS PACIFIC INC
(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)

47012E106
(CUSIP Number)

DECEMBER 31, 2016
(Date of Event Which Requires Filing of this Statement)

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

[ X ] Rule 13d-1(b)
[__] Rule 13d-1(c)
[__] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).


Cusip: 47012E106

Item 1:	Geode Capital Holdings LLC

Item 2:	Check Appropriate box if member of a group:
   (a):
   (b):

Item 3:	SEC USE ONLY

Item 4:	Delaware

Item 5:	1,491,448

Item 6:	0

Item 7:	1,506,229

Item 8:	0

Item 9:	1,506,229

Item 10:0

Item 11:6.63%

Item 12:HC


Cusip: 47012E106

Item 1:	Geode Capital Management, LLC

Item 2:	Check Appropriate box if member of a group:
   (a):
   (b):

Item 3:	SEC USE ONLY

Item 4:	Delaware

Item 5:	1,491,448

Item 6:	0

Item 7:	1,506,229

Item 8:	0

Item 9:	1,506,229

Item 10:0

Item 11:6.63%

Item 12:IA
________________________________________________________________________

Item 1(a):Name of Issuer

JAKKS PACIFIC INC (the "Issuer")

Item 1(b):Address of Issuer's Principal Executive Offices

2951 28th Street
Santa Monica, CA 90405

Item 2(a):Name of Person Filing

This statement is being filed by Geode Capital Holdings LLC
and Geode Capital Management, LLC (collectively, the Reporting Persons).

Item 2(b):Address or Principal Business Office or, if None, Residence

One Post Office Square, 20th Floor
Boston, Massachusetts  02109

Item 2(c):Citizenship

Geode Capital Holdings LLC:  Delaware, USA
Geode Capital Management, LLC:  Delaware, USA

Item 2(d):Title of Class of Securities

Common Stock, $0.001 par value

Item 2(e):CUSIP Number

47012E106

Item 3:This statement is filed pursuant to Rule 13d-1(b)

Geode Capital Holdings LLC is a parent holding company in
accordance with Rule 13d-1(b)(1)(ii)(G); and

Geode Capital Management, LLC is an investment adviser in
accordance with Rule 13d-1(b)(1(ii)(E).

(Note: See Exhibit A)

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.

Item 4(a):Amount Beneficially Owned

1,506,229 shares of Common Stock

Item 4(b):Percent of Class

6.63%

Percentage calculated by dividing (i) the sum of (a) 140,273 shares
of common stock issued by the Issuer plus (b) 1,365,956 shares of
common stock receivable upon conversion of convertible notes of the
Issuer by (ii) the sum of (a) 21,367,956 (shares outstanding as of
December 31, 2016) and (b) 1,365,956 (shares receivable upon
conversion of convertible notes)

Item 4(c):Number of shares as to which such person has:

(i)    sole power to vote or to direct the vote:
	1,491,448

(ii)   shared power to vote or to direct the vote:
	0

(iii)  sole power to dispose or to direct the  disposition of:
	1,506,229

(iv)   shared power to dispose or to direct the disposition of:
	0

Item 5:Ownership of Five Percent or Less of a Class

Not applicable

Item 6:Ownership of More than Five Percent on Behalf of Another Person

Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the common stock of the Issuer.  No other persons
interest in the common stock of Issuer relates to more than
five percent of the total outstanding common stock.


Item 7:Identification and Classification of the Subsidiary Which
       Acquired the Security Being Reported on By the Parent Holding
       Company

See attached Exhibit A.

Item 8:Identification and Classification of Members of the Group

Not applicable.

Item 9:Notice of Dissolution of Group

Not applicable.

Item 10:Certification

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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
such 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.

Dated: February 14, 2017


GEODE CAPITAL MANAGEMENT, LLC

/s/Jeffrey S. Miller
Signature

Jeffrey S. Miller
Chief Operating Officer, Geode Capital Management, LLC


GEODE CAPITAL HOLDINGS LLC

/s/Jeffrey S. Miller
Signature

Jeffrey S. Miller
Chief Operating Officer, Geode Capital Holdings LLC
____________________________________________________________________________

EXHIBIT A

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Geode Capital Management, LLC 	IA
Geode Capital Management LP 	IA

Geode Capital Management, LLC a majority-owned subsidiary of Geode
Capital Holdings LLC and is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.

Geode Capital Management, LLC is the general partner of Geode Capital
Management LP, an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
____________________________________________________________________________

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.

The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed
on behalf of each of the undersigned without the necessity of filing
additional joint filing statements.  The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him,
her or it contained herein, but shall not be responsible for the
completeness and accuracy of the information concerning the other
entities or persons, except to the extent that he, she or it knows or
has reason to believe that such information is inaccurate.

Dated: February 14, 2017


GEODE CAPITAL MANAGEMENT, LLC

/s/Jeffrey S. Miller
Signature

Jeffrey S. Miller
Chief Operating Officer, Geode Capital Management, LLC


GEODE CAPITAL HOLDINGS LLC

/s/Jeffrey S. Miller
Signature

Jeffrey S. Miller
Chief Operating Officer, Geode Capital Holdings LLC