SEC Form 4 · accession 0001523711-16-000148

· MAT

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

Reporting owner

Richard Dickson

Officer — Pres & Chief Operating Officer

Period of report

Aug 1, 2016

Accepted (ET)

Aug 3, 2016 · 3:59 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	Aug 1, 2016	M	5,674	—	A	29,755	D
Common Stock^F2	Aug 1, 2016	F	2,961	$32.72	D	26,794	D
Common Stock^F3	holding	—	—		—	756	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 Units^F1	—	Aug 1, 2016	M	5,674	D	—	—	Common Stock	5,674	5,674	D
Employee Stock Option - Right to Buy^F4	$32.72	Aug 1, 2016	A	243,902	A	—	Aug 1, 2026	Common Stock	243,902	243,902	D
Restricted Stock Units^F5,F6	—	Aug 1, 2016	A	30,562	A	—	—	Common Stock	30,562	30,562	D

Explanation of responses

F1As reported on a Form 4 dated August 1, 2014 and filed on August 4, 2014, the reporting person received a grant of 11,348 Restricted Stock Units ("RSUs" or "Units") on August 1, 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 August 1, 2016, the first 50% of these RSUs vested, resulting in the issuance of 5,674 shares of Mattel, Inc. Common Stock.
F2Pursuant to the terms of the August 1, 2014 RSU grant, 2,961 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3As of August 1, 2016, the reporting person had a balance of $24,732.49 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.
F4The option was granted on August 1, 2016 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.
F5The RSUs were granted on August 1, 2016 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).
F6The 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.