SEC Form 4 · accession 0001523711-17-000005

· MAT

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

Reporting owner

Officer — Chief Financial Officer

Period of report

Jan 29, 2017

Accepted (ET)

Jan 30, 2017 · 5:45 pm EST

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	Jan 29, 2017	M	12,267	—	A	257,761	D
Common Stock^F2	Jan 29, 2017	F	4,738	$26.49	D	253,023	D
Common Stock^F3	holding	—	—		—	16,672	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	—	Jan 29, 2017	M	12,267	D	—	—	Common Stock	12,267	6,320	D

F1As reported on a Form 4 dated January 29, 2015 and filed on February 2, 2015, the reporting person received a grant of 18,587 Restricted Stock Units ("RSUs" or "Units") on January 29, 2015. The RSUs vest as to 66% of the Units on the second anniversary of the date of grant and as to the remaining 34% of the Units on the third anniversary of the date of grant. On the vesting date, for each Unit vesting, 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 January 29, 2017, 66% of these RSUs vested, resulting in the issuance of 12,267 shares of Mattel, Inc. Common Stock.
F2Pursuant to the terms of the January 29, 2015 RSU grant, 4,738 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3As of January 29, 2017, the reporting person had a balance of $441,628.27 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.