SEC Form 4 · accession 0001523711-15-000047
MATTEL INC /DE/ · MAT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mandana Sadigh
Officer — SVP and Corporate Treasurer
Period of report
Jul 31, 2015
Accepted (ET)
Aug 4, 2015 · 4:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000063276
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 1, 2015 | M | 1,618 | — | A | 32,029 | I | In trust |
| Common StockF3,F2 | Aug 1, 2015 | F | 609 | $23.21 | D | 31,420 | I | In trust |
| Common StockF4,F2 | Aug 1, 2015 | M | 1,376 | — | A | 32,796 | I | In trust |
| Common StockF5,F2 | Aug 1, 2015 | F | 518 | $23.21 | D | 32,278 | I | In trust |
| Common StockF6 | holding | — | — | — | 2,709 | I | In 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Aug 1, 2015 | M | 1,618 | D | — | — | Common Stock | 1,618 | 0 | D |
| Restricted Stock UnitsF4 | — | Aug 1, 2015 | M | 1,376 | D | — | — | Common Stock | 1,376 | 1,376 | D |
| Employee Stock Option - Right to BuyF7 | $23.21 | Jul 31, 2015 | A | 34,974 | A | — | Jul 31, 2025 | Common Stock | 34,974 | 34,974 | D |
| Restricted Stock UnitsF8,F9 | — | Jul 31, 2015 | A | 2,908 | A | — | — | Common Stock | 2,908 | 2,908 | D |
Explanation of responses
- F1As reported on a Form 4 dated August 1, 2012 and filed on August 3, 2012, the reporting person received a grant of 3,236 Restricted Stock Units ("RSUs" or "Units") on August 1, 2012. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units 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. On August 1, 2015, the remaining 50% of these RSUs vested, resulting in the issuance of 1,618 shares of Mattel, Inc. common stock.
- F2The Ahmadi Family Trust, dated January 29, 1999.
- F3Pursuant to the terms of the August 1, 2012 RSU grant, 609 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.
- F4As reported on a Form 4 dated August 1, 2013 and filed on August 5, 2013, the reporting person received a grant of 2,752 RSUs on August 1, 2013. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units 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. On August 1, 2015, the first 50% of these RSUs vested, resulting in the issuance of 1,376 shares of Mattel, Inc. common stock.
- F5Pursuant to the terms of the August 1, 2013 RSU grant, 518 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.
- F6As of July 31, 2015, the reporting person had a balance of $62,886.45 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.
- F7The option was granted on July 31, 2015 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (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.
- F8The RSUs were granted on July 31, 2015 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). The RSUs are accompanied by dividend equivalent rights.
- F9The RSUs vest as to (a) 33% of the Units on the first anniversary of the date of grant, (b) an additional 33% of the Units on the second anniversary of the date of grant, and (c) the remaining 34% of the Units 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.