SEC Form 4 · accession 0001523711-16-000135

· MAT

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

Reporting owner

Officer — Chief Financial Officer

Period of report

Jul 31, 2016

Accepted (ET)

Aug 1, 2016 · 4:48 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	Jul 31, 2016	M	8,886	—	A	241,604	D
Common Stock^F2	Jul 31, 2016	F	4,637	$33.38	D	236,967	D
Common Stock^F3	holding	—	—		—	16,170	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	—	Jul 31, 2016	M	8,886	D	—	—	Common Stock	8,886	18,042	D

F1As reported on a Form 4 dated July 31, 2015 and filed on August 4, 2015, the reporting person received a grant of 26,928 Restricted Stock Units ("RSUs" or "Units") on July 31, 2015. The 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) as to 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. On July 31, 2016, the first 33% of these RSUs vested, resulting in the issuance of 8,886 shares of Mattel, Inc. Common Stock.
F2Pursuant to the terms of the July 31, 2015 RSU grant, 4,637 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3As of July 31, 2016, the reporting person had a balance of $539,739.03 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.