MATTEL INC /DE/ — Director's Dealing 2020

Oct 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2020-09-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-29	Common Stock	M	13179	—	Acquired	58680	Direct
2020-09-29	Common Stock	F	5378	$11.50	Disposed	53302	Direct
2020-09-29	Common Stock	M	7688	—	Acquired	60990	Direct
2020-09-29	Common Stock	F	2659	$11.50	Disposed	58331	Direct
2020-09-29	Common Stock	M	7688	—	Acquired	66019	Direct
2020-09-29	Common Stock	F	3812	$11.50	Disposed	62207	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-29	Restricted Stock Units	$	M	13179	Disposed		Common Stock (13179.0)	Direct
2020-09-29	Restricted Stock Units	$	M	7688	Disposed		Common Stock (7688.0)	Direct
2020-09-29	Restricted Stock Units	$	M	7688	Disposed		Common Stock (7688.0)	Direct

Footnotes

F1: As reported on a Form 3 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 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 September 29, 2020, the final 34% of these RSUs vested, resulting in the issuance of 13,179 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the September 29, 2017 RSU grant, 5,378 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 3 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 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 September 29, 2020, the final 34% of these RSUs vested, resulting in the issuance of 7,688 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the September 29, 2017 RSU grant, 2,659 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, 3,812 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.