SEC Form 4 · accession 0001523711-16-000128

· MAT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Pres & Chief Operating Officer

Period of report

May 20, 2016

Accepted (ET)

May 23, 2016 · 5:41 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 Stock^F1	May 20, 2016	M	18,167	—	A	33,561	D
Common Stock^F2	May 20, 2016	F	9,480	$30.55	D	24,081	D
Common Stock^F3	holding	—	—		—	758	I	In 401(k)

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1	—	May 20, 2016	M	18,167	D	—	—	Common Stock	18,167	18,168	D

F1As reported on a Form 4 dated May 20, 2014 and filed on May 22, 2014, the reporting person received a grant of 36,335 Restricted Stock Units ("RSUs" or "Units") on May 20, 2014. 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 May 20, 2016, the first 50% of these RSUs vested, resulting in the issuance of 18,167 shares of Mattel, Inc. common stock.
F2Pursuant to the terms of the May 20, 2014 RSU grant, 9,480 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.
F3As of May 20, 2016, the reporting person had a balance of $23,144.47 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.