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: NORMILE ROBERT (EVP Chief Legal Officer & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-01	Common Stock	M	8234	—	Acquired	152580	Direct
2020-08-01	Common Stock	F	2848	$11.11	Disposed	149732	Direct
2020-08-01	Common Stock	M	3187	—	Acquired	152919	Direct
2020-08-01	Common Stock	F	1103	$11.11	Disposed	151816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-01	Restricted Stock Units	$	M	8234	Disposed		Common Stock (8234.0)	Direct
2020-08-01	Restricted Stock Units	$	M	3187	Disposed		Common Stock (3187.0)	Direct
2020-07-31	Employee Stock Option - Right to Buy	$11.11	A	115132	Acquired	2030-07-31	Common Stock (115132.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14927	Indirect

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 24,952 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 8,234 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2018 RSU grant, 2,848 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: As of July 31, 2020, the Reporting Person had a balance of $165,836.60 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.

F6: The option was granted on July 31, 2020 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended. 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.