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: Isaias Roberto J (EVP & Chief Supply Chain Offr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-01	Common Stock	M	1559	—	Acquired	4029	Direct
2019-08-01	Common Stock	M	6694	—	Acquired	10723	Direct
2019-08-01	Common Stock	M	7946	—	Acquired	18669	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-01	Restricted Stock Units - Granted 08/01/2016	$	M	1559	Disposed		Common Stock (1559.0)	Direct
2019-08-01	Restricted Stock Units - Granted 08/01/2017	$	M	6694	Disposed		Common Stock (6694.0)	Direct
2019-08-01	Restricted Stock Units - Granted 08/01/2018	$	M	7946	Disposed		Common Stock (7946.0)	Direct
2019-08-01	Restricted Stock Units	$	A	28974	Acquired		Common Stock (28974.0)	Direct
2019-08-01	Employee Stock Option - Right to Buy	$13.59	A	25685	Acquired	2029-08-01	Common Stock (25685.0)	Direct

Footnotes

F1: As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 4,584 Restricted Stock Units ("RSUs" or "Units") on August 1, 2016. The RSUs vested 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 received one share of Mattel, Inc. Common Stock, subject to tax withholding. On August 1, 2019, the final 34% of these RSUs vested, resulting in the issuance of 1,559 shares of Mattel, Inc. Common Stock.

F2: As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 20,284 RSUs on August 1, 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 August 1, 2019, the second 33% of these RSUs vested, resulting in the issuance of 6,694 shares of Mattel, Inc. Common Stock.

F3: As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 24,081 RSUs 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 7,946 shares of Mattel, Inc. Common Stock.

F4: The RSUs were granted on August 1, 2019 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, 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.