MATTEL INC /DE/ — Director's Dealing 2020

Feb 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2020-01-31

Reporting Person: Dickson Richard (Pres & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common Stock	M	32431	—	Acquired	171201	Direct
2020-01-31	Common Stock	F	17116	$14.63	Disposed	154085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-31	Restricted Stock Units	$	M	32431	Disposed		Common Stock (32431.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3565	Indirect

Footnotes

F1: As reported on a Form 4 dated January 31, 2017 and filed on February 2, 2017, the Reporting Person received a grant of 95,383 Restricted Stock Units ("RSUs" or "Units") on January 31, 2017. 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 January 31, 2020, the final 34% of these RSUs vested, resulting in the issuance of 32,431 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the January 31, 2017 RSU grant, 17,116 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As of January 31, 2020, the Reporting Person had a balance of $52,152.03 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.