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MATTEL INC /DE/ — Director's Dealing 2005
May 19, 2005
30976_dirs_2005-05-19_6d54abee-81a4-4bc9-81c1-30cd207bf183.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-05-19
Reporting Person: SULLIVAN G CRAIG (Director)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2005-05-19 | Phantom stock | $ | A | 3190 | Acquired | Common stock (3190) | Direct | |
| 2005-05-19 | Common stock - right to buy | $18.81 | A | 6000 | Acquired | 2005-05-19 | Common stock (6000) | Direct |
| 2005-05-19 | Restricted Stock Units | $ | A | 2000 | Acquired | Common stock (2000) | Direct |
Footnotes
F1: Distributions from Mr. Sullivan's phantom stock account will be in the form of shares of Mattel, Inc. common stock equal to the value of the phantom stock account.
F2: The phantom stock units will be settled in Mattel, Inc. common stock after Mr. Sullivan ceases to be a member of the Board of Directors of Mattel, Inc.
F3: The option was granted pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.
F4: The Restricted Stock Units (the "RSUs" or the "Units") were granted pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalents, which are automatically reinvested (resulting in automatic increases in the number of Units) and are subject to the same vesting schedule as the RSUs.
F5: The RSUs vest as to 50% of the Units on the second anniverary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding.