MATTEL INC /DE/ — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2019-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	M	1458	—	Acquired	1458	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	Restricted Stock Units - Granted 02/28/2017	$	M	1458	Disposed		Common Stock (1458.0)	Direct
2019-02-28	Employee Stock Option - Right to Buy	$14.42	A	22978	Acquired	2029-02-28	Common Stock (22978.0)	Direct
2019-02-28	Restricted Stock Units	$	A	8669	Acquired		Common Stock (8669.0)	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 2,915 Restricted Stock Units ("RSUs" or "Units") on February 28, 2017. The RSUs vested as to 50% of the Units granted on the first anniversary of the date of grant and as to the remaining 50% of the Units granted on the second 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 February 28, 2019, the remaining 50% of these RSUs vested, resulting in the issuance of 1,458 shares of Mattel, Inc. Common Stock.

F2: The option was granted on February 28, 2019 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (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.

F3: The RSUs were granted on February 28, 2019 pursuant to 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).

F4: 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.