MATTEL INC /DE/ — Director's Dealing 2019

Aug 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2019-08-01

Reporting Person: Kreiz Ynon (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-01	Common Stock	M	43131	—	Acquired	114556	Direct
2019-08-01	Common Stock	F	21385	$13.59	Disposed	93171	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-01	Restricted Stock Units	$	M	43131	Disposed		Common Stock (43131.0)	Direct
2019-08-01	Employee Stock Option - Right to Buy	$13.59	A	467221	Acquired	2029-08-01	Common Stock (467221.0)	Direct

Footnotes

F1: As reported on a Form 4 dated August 1, 2018 and filed on August 3, 2018, the Reporting Person received a grant of 130,703 Restricted Stock Units ("RSUs" or "Units") on August 1, 2018. 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 August 1, 2019, the first 33% of these RSUs vested, resulting in the issuance of 43,131 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2018 RSU grant, 21,385 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: The option was granted on August 1, 2019 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.