MATTEL INC /DE/ — Director's Dealing 2020

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2020-07-31

Reporting Person: TOTZKE STEVE (EVP, Chief Comm Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-01	Common Stock	M	2587	—	Acquired	22184	Direct
2020-08-01	Common Stock	F	895	$11.11	Disposed	21289	Direct
2020-08-01	Common Stock	M	6274	—	Acquired	27563	Direct
2020-08-01	Common Stock	F	2170	$11.11	Disposed	25393	Direct
2020-08-01	Common Stock	M	3642	—	Acquired	29035	Direct
2020-08-01	Common Stock	F	1600	$11.11	Disposed	27435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-01	Restricted Stock Units - Granted 08/01/2017	$	M	2587	Disposed		Common Stock (2587.0)	Direct
2020-08-01	Restricted Stock Units - Granted 08/01/2018	$	M	6274	Disposed		Common Stock (6274.0)	Direct
2020-08-01	Restricted Stock Units - Granted 08/01/2019	$	M	3642	Disposed		Common Stock (3642.0)	Direct
2020-07-31	Restricted Stock Units	$	A	33753	Acquired		Common Stock (33753.0)	Direct
2020-07-31	Employee Stock Option - Right to Buy	$11.11	A	82237	Acquired	2030-07-31	Common Stock (82237.0)	Direct

Footnotes

F1: As reported on a Form 3 dated June 24, 2020 and filed on July 2, 2020, the Reporting Person received a grant of 7,606 Restricted Stock Units ("RSUs" or "Units") on August 1, 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 August 1, 2020, the final 34% of these RSUs vested, resulting in the issuance of 2,587 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2017 RSU grant, 895 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 3 dated June 24, 2020 and filed on July 2, 2020, the Reporting Person received a grant of 19,011 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, 2020, the second 33% of these RSUs vested, resulting in the issuance of 6,274 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the August 1, 2018 RSU grant, 2,170 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: As reported on a Form 3 dated June 24, 2020 and filed on July 2, 2020, the Reporting Person received a grant of 11,038 RSUs on August 1, 2019. 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, 2020, the first 33% of these RSUs vested, resulting in the issuance of 3,642 shares of Mattel, Inc. Common Stock.

F6: Pursuant to the terms of the August 1, 2019 RSU grant, 1,600 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F7: The RSUs were granted on July 31, 2020 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).

F8: 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.

F9: The option was granted on July 31, 2020 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.