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: Thompson Amanda J (EVP & Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-01	Common Stock	M	5490	—	Acquired	45316	Direct
2020-08-01	Common Stock	F	1899	$11.11	Disposed	43417	Direct
2020-08-01	Common Stock	M	3187	—	Acquired	46604	Direct
2020-08-01	Common Stock	F	1103	$11.11	Disposed	45501	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-01	Restricted Stock Units	$	M	5490	Disposed		Common Stock (5490.0)	Direct
2020-08-01	Restricted Stock Units	$	M	3187	Disposed		Common Stock (3187.0)	Direct
2020-07-31	Restricted Stock Units	$	A	23627	Acquired		Common Stock (23627.0)	Direct
2020-07-31	Employee Stock Option - Right to Buy	$11.11	A	57566	Acquired	2030-07-31	Common Stock (57566.0)	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 16,635 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, 2020, the second 33%of these RSUs vested, resulting in the issuance of 5,490 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2018 grant, 1,899 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated August 1, 2019 and filed on August 5, 2019, the Reporting Person received a grant of 9,658 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 3,187 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the August 1, 2019 RSU grant, 1,103 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: 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).

F6: 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.

F7: The option was granted on July 31, 2020 pursuant 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.