MATTEL INC /DE/ — Director's Dealing 2020

Jul 2, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2020-06-24

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19597	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option - Right to Buy - Granted 08/01/2012	$34.76	2022-08-01	Common Stock (11514.0)		Direct
Employee Stock Option - Right to Buy - Granted 08/01/2013	$42.7	2023-08-01	Common Stock (12799.0)		Direct
Employee Stock Option - Right to Buy - Granted 08/01/2014	$35.25	2024-08-01	Common Stock (26228.0)		Direct
Employee Stock Option - Right to Buy - Granted 07/31/2015	$23.21	2025-07-31	Common Stock (64767.0)		Direct
Employee Stock Option - Right to Buy - Granted 08/01/2016	$32.72	2026-08-01	Common Stock (67073.0)		Direct
Employee Stock Option - Right to Buy - Granted 08/01/2017	$19.72	2027-08-01	Common Stock (122616.0)		Direct
Employee Stock Option - Right to Buy - Granted 08/01/2018	$15.78	2028-08-01	Common Stock (54745.0)		Direct
Employee Stock Option - Right to Buy - Granted 08/01/2019	$13.59	2029-08-01	Common Stock (88063.0)		Direct
Restricted Stock Units - Granted 08/01/2017	$		Common Stock (2587.0)		Direct
Restricted Stock Units - Granted 08/01/2018	$		Common Stock (12738.0)		Direct
Restricted Stock Units - Granted 08/01/2019	$		Common Stock (11038.0)		Direct

Footnotes

F1: The stock option was granted pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation 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 thrid anniversary of the date of grant.

F2: The stock option was granted 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 Restricted Stock Units (the "RSUs" or "Units") 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.

F4: The RSUs were granted 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).