SEC Form 4 · accession 0001523711-18-000079

· MAT

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

Reporting owner

Joseph J Euteneuer

Officer — Chief Financial Officer

Period of report

Sep 29, 2018

Accepted (ET)

Oct 1, 2018 · 4:33 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
Common Stock^F1	Sep 29, 2018	M	21,317	—	A	21,317	D
Common Stock^F2	Sep 29, 2018	F	10,569	$15.70	D	10,748	D
Common Stock^F3	Sep 29, 2018	M	19,186	—	A	29,934	D
Common Stock^F4	Sep 29, 2018	F	6,635	$15.70	D	23,299	D
Common Stock^F3	Sep 29, 2018	M	19,186	—	A	42,485	D
Common Stock^F5	Sep 29, 2018	F	7,254	$15.70	D	35,231	D

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	—	Sep 29, 2018	M	21,317	D	—	—	Common Stock	21,317	43,282	D
Restricted Stock Units^F3	—	Sep 29, 2018	M	19,186	D	—	—	Common Stock	19,186	38,954	D
Restricted Stock Units^F3	—	Sep 29, 2018	M	19,186	D	—	—	Common Stock	19,186	38,954	D

Explanation of responses

F1As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 64,599 Restricted Stock Units ("RSUs" or "Units") on September 29, 2017. 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 September 29, 2018, the first 33% of these RSUs vested, resulting in the issuance of 21,317 shares of Mattel, Inc. Common Stock.
F2Pursuant to the terms of the September 29, 2017 RSU grant, 10,569 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 58,140 RSUs on September 29, 2017. 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 September 29, 2018, the first 33% of these RSUs vested, resulting in the issuance of 19,186 shares of Mattel, Inc. Common Stock.
F4Pursuant to the terms of the September 29, 2017 RSU grant, 6,635 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F5Pursuant to the terms of the September 29, 2017 RSU grant, 7,254 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.