SEC Form 4 · accession 0001523711-18-000056

· 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, 2018

Accepted (ET)

Aug 3, 2018 · 3:05 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, 2018	M	10,085	—	A	106,098	D
Common Stock^F2	Aug 1, 2018	F	5,001	$15.78	D	101,097	D
Common Stock^F3	holding	—	—		—	2,147	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, 2018	M	10,085	D	—	—	Common Stock	10,085	10,392	D
Restricted Stock Units^F4,F5	—	Aug 1, 2018	A	71,293	A	—	—	Common Stock	71,293	71,293	D
Employee Stock Option - Right to Buy^F6	$15.78	Aug 1, 2018	A	205,292	A	—	Aug 1, 2028	Common Stock	205,292	205,292	D

Explanation of responses

F1As reported on a Form 4 dated August 1, 2016 and filed on August 3, 2016, the Reporting Person received a grant of 30,562 Restricted Stock Units ("RSUs" or "Units") on August 1, 2016. The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted 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, 2018, the second 33% of these RSUs vested, resulting in the issuance of 10,085 shares of Mattel, Inc. Common Stock.
F2Pursuant to the terms of the August 1, 2016 RSU grant, 5,001 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3As of August 1, 2018, the Reporting Person had a balance of $33,875.74 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 RSUs were granted on August 1, 2018 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (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).
F5The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted 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.
F6The option was granted on August 1, 2018 pursuant to 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.