MATTEL INC /DE/ — Director's Dealing 2019

Sep 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2019-09-29

Reporting Person: Thompson Amanda J (EVP & Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-29	Common Stock	M	12791	—	Acquired	34508	Direct
2019-09-29	Common Stock	F	4424	$11.255	Disposed	30084	Direct
2019-09-29	Common Stock	M	7461	—	Acquired	37545	Direct
2019-09-29	Common Stock	F	2581	$11.255	Disposed	34964	Direct
2019-09-29	Common Stock	M	7461	—	Acquired	42425	Direct
2019-09-29	Common Stock	F	2599	$11.255	Disposed	39826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-29	Restricted Stock Units	$	M	12791	Disposed		Common Stock (12791.0)	Direct
2019-09-29	Restricted Stock Units	$	M	7461	Disposed		Common Stock (7461.0)	Direct
2019-09-29	Restricted Stock Units	$	M	7461	Disposed		Common Stock (7461.0)	Direct

Footnotes

F1: As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 38,760 Restricted Stock Units ("RSUs" or "Units") on September 29, 2017. 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, subject to tax withholding. On September 29, 2019, the second 33% of these RSUs vested, resulting in the issuance of 12,791 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the September 29, 2017 RSU grant, 4,424 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 22,610 RSUs on September 29, 2017. 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, subject to tax withholding. On September 29, 2019, the second 33% of these RSUs vested, resulting in the issuance of 7,461 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the September 29, 2017 RSU grant, 2,581 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: Pursuant to the terms of the September 29, 2017 RSU grant, 2,599 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.