MATTEL INC /DE/ — Director's Dealing 2021

Aug 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2021-07-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-01	Common Stock	M	24240	—	Acquired	302878	Direct
2021-08-01	Common Stock	F	12019	$21.72	Disposed	290859	Direct
2021-08-01	Common Stock	M	27318	—	Acquired	318177	Direct
2021-08-01	Common Stock	F	13545	$21.72	Disposed	304632	Direct
2021-07-31	Common Stock	M	33415	—	Acquired	338047	Direct
2021-07-31	Common Stock	F	16568	$21.72	Disposed	321479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-01	Restricted Stock Units	$	M	24240	Disposed		Common Stock (24240.0)	Direct
2021-08-01	Restricted Stock Units	$	M	27318	Disposed		Common Stock (27318.0)	Direct
2021-07-31	Restricted Stock Units	$	M	33415	Disposed		Common Stock (33415.0)	Direct
2021-08-02	Restricted Stock Units	$	A	51346	Acquired		Common Stock (51346.0)	Direct
2021-08-02	Employee Stock Option - Right to Buy	$21.91	A	119681	Acquired	2031-08-02	Common Stock (119681.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7171	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 71,293 Restricted Stock Units ("RSUs" or "Units") on August 1, 2018. 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, 2021, the remaining 34% of these RSUs vested, resulting in the issuance of 24,240 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2018 RSU grant, 12,019 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 82,781 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, 2021, the second 33% of these RSUs vested, resulting in the issuance of 27,318 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the August 1, 2019 RSU grant, 13,545 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: As reported on a Form 4 dated July 31, 2020 and filed on August 4, 2020, the Reporting Person received a grant of 101,260 RSUs on July 31, 2020. 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 July 31, 2021, the first 33% of these RSUs vested, resulting in the issuance of 33,415 shares of Mattel, Inc. Common Stock.

F6: Pursuant to the terms of the July 31, 2020 RSU grant, 16,568 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F7: As of July 30, 2021, the Reporting Person had a balance of $155,755.47 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 third-party administrator for the PIP.

F8: The RSUs were granted on August 2, 2021 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).

F9: 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.

F10: The option was granted on August 2, 2021 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.