MATTEL INC /DE/ — Director's Dealing 2018

Aug 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2018-08-01

Reporting Person: NORMILE ROBERT (EVP Chief Legal Officer & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	M	3530	—	Acquired	122974	Direct
2018-08-01	Common Stock	F	1221	$15.78	Disposed	121753	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-01	Restricted Stock Units	$	M	3530	Disposed		Common Stock (3530.0)	Direct
2018-08-01	Restricted Stock Units	$	A	24952	Acquired		Common Stock (24952.0)	Direct
2018-08-01	Employee Stock Option - Right to Buy	$15.78	A	23951	Acquired	2028-08-01	Common Stock (23951.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15228	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2016 and filed on August 3, 2016, the Reporting Person received a grant of 10,697 Restricted Stock Units ("RSUs" or "Units") on August 1, 2016. The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted 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 Mattel, Inc. 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. On August 1, 2018, the second 33% of these RSUs vested, resulting in the issuance of 3,530 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2016 RSU grant, 1,221 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As of August 1, 2018, the Reporting Person had a balance of $240,290.88 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.

F4: The RSUs were granted on August 1, 2018 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). Each Unit represents a contingent right to receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share).

F5: The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted 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 Mattel, Inc. 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.

F6: The option was granted on August 1, 2018 pursuant to the Plan. The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.