Sec Form 4 Filing - MCGRATH JOHN JOSEPH @ JAKKS PACIFIC INC - 2021-01-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MCGRATH JOHN JOSEPH 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 Operating Officer (Last) (First) (Middle) C/O JAKKS PACIFIC, INC., 2951 28TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (Street) SANTA MONICA, CA90405 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/01/2021( 3 ) D 20,745 ( 3 ) D $ 4.98 ( 1 ) 139,419 ( 2 ) ( 5 ) D Common Stock 09/24/2021 M 100,358 ( 4 ) D ( 5 ) $ 12.3 ( 1 ) 39,061 ( 2 ) ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units (RSU") ( 5 ) ( 6 ) ( 7 ) 09/24/2021 J( 6 ) 100,358 ( 7 ) ( 7 ) Common Stock 100,358 ( 2 ) ( 5 ) ( 6 ) ( 7 ) 100,358 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGRATH JOHN JOSEPH C/O JAKKS PACIFIC, INC. 2951 28TH STREET SANTA MONICA, CA90405 Chief Operating Officer Signatures /s/ John J. McGrath 10/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the closing price of the Issuer's common stock on such date, as reported by Nasdaq. ( 2 )Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provision in Holder's Employment Agreement with the Issuer. ( 3 )Reflects the forfeiture of 20,745 shares issued pursuant to the terms of Holder's Employment Agreement that failed to vest pursuant to the terms of that certain January 1, 2019 Restricted Stock Award Agreement by and between the Holder and the Issuer. Though calculation re vesting/forfeiture based upon performance could not be made until financial statements completed, forfeiture deemed affective as of such date. ( 4 )All share amounts have been adjusted to reflect the 1-10 reverse split effective July 9, 2020. ( 5 )Disposition was the result of the conversion of restricted stock awards into RSUs. See Table II. ( 6 )Pursuant to an amendment of Holder's Employment Agreement, existing shares of restricted stock were cancelled and replaced with an equivalent number of RSUs, which RSUs are subject to the exact same vesting provisions as the cancelled shares of restricted stock. ( 7 )RSUs vest equally over four years from date of grant of original restricted stock award and upon vesting convert into shares of common stock at no cost.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.