MATTEL INC /DE/ — Director's Dealing 2022

Aug 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2022-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-01	Common Stock	M	28146	—	Acquired	502493	Direct
2022-08-01	Common Stock	F	13980	$23.16	Disposed	488513	Direct
2022-08-02	Common Stock	M	16944	—	Acquired	505457	Direct
2022-08-02	Common Stock	F	8424	$23.13	Disposed	497033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-01	Restricted Stock Units	$	M	28146	Disposed		Common Stock (28146)	Direct
2022-08-02	Restricted Stock Units	$	M	16944	Disposed		Common Stock (16944)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7844	Indirect

Footnotes

F1: 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 Restricted Stock Units ("RSUs" or "Units") on August 1, 2019. 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, 2022, the final 34% of these RSUs vested, resulting in the issuance of 28,146 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2019 RSU grant, 13,980 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated July 31, 2021 and filed on August 3, 2021, the Reporting Person received a grant of 51,346 RSUs on August 2, 2021. 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 2, 2022, the first 33% of these RSUs vested, resulting in the issuance of 16,944 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the August 2, 2021 RSU grant, 8,424 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: As of August 1, 2022, the Reporting Person had a balance of $181,664.84 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.