Sec Form 4 Filing - MCGRATH JOHN JOSEPH @ JAKKS PACIFIC INC - 2022-01-01

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

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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) 01/01/2022 (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 01/01/2022 M 22,578 A( 1 ) $ 10.61( 2 ) 61,639 D Common Stock 01/01/2022 F 11,920 D( 3 ) $ 10.61( 2 ) 49,719 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") ( 4 ) 01/01/2022 A 51,181 ( 5 ) ( 5 ) Common Stock 51,181 $ 10.16( 6 ) 51,181( 7 )( 8 ) D RSU ( 4 ) 01/01/2022 M 22,578 ( 9 ) ( 9 ) Common Stock 22,578 $ 10.16( 2 ) 22,603( 7 )( 8 ) 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 01/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares underlying RSUs previously reported which vested. ( 2 )Represents the closing price of the Company's common stock for the trading day preceding the date of vest, as reported by NASDAQ. ( 3 )Represents that number of shares surrendered by the Holder in order to satisfy a tax withholding obligation, as permitted by the terms of a previously reported Restricted Stock Award Agreement by and between the Holder and the Issuer and as approved by the Compensation Committee of the Issuer's Board of Directors. ( 4 )Issued under the Company's 2002 Stock Award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred or otherwise encumbered prior to vesting. ( 5 )RSUs will vest in 2 equal annual installments commencing on the first anniversary of the date of grant and on the second anniversary thereafter. The Reporting Person must be employed by Issuer for an RSU to vest. ( 6 )Represents the closing price of the Company's common stock for the trading day preceding the date of grant, as reported by NASDAQ. ( 7 )Certain of the underlying shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors. ( 8 )Does not include additional RSUs previously granted and reported with different vesting terms. ( 9 )Vested according to the terms of the RSU described in a previous filing.

Remarks: All numbers have been adjusted to reflect the 1-for-10 reverse stock split that was effective July 9, 2020.

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).

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