Amanda J. Thompson - Jul 31, 2021 Form 4 Insider Report for MATTEL INC /DE/ (MAT)

Role: EVP & Chief People Officer
Signature: /s/ Tiffani Magri, Attorney-in-Fact for Amanda J. Thompson
Stock symbol: MAT
Transactions as of: Jul 31, 2021
Transactions value $: -$179,233
Form type: 4
Date filed: 8/3/2021, 09:24 PM
Next filing: Feb 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAT	Common Stock	Options Exercise		+5.66K	+6.44%		93.5K	Aug 1, 2021	Direct	F1
transaction	MAT	Common Stock	Tax liability	-$60.9K	-2.81K	-3%	$21.72	90.7K	Aug 1, 2021	Direct	F2
transaction	MAT	Common Stock	Options Exercise		+3.19K	+3.52%		93.8K	Aug 1, 2021	Direct	F3
transaction	MAT	Common Stock	Tax liability	-$34.3K	-1.58K	-1.68%	$21.72	92.3K	Aug 1, 2021	Direct	F4
transaction	MAT	Common Stock	Options Exercise		+7.8K	+8.45%		100K	Jul 31, 2021	Direct	F5
transaction	MAT	Common Stock	Tax liability	-$84K	-3.87K	-3.86%	$21.72	96.2K	Jul 31, 2021	Direct	F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MAT	Restricted Stock Units	Options Exercise	$0	-5.66K	-100%	$0.00^*	0	Aug 1, 2021	Common Stock	5.66K		Direct	F1
transaction	MAT	Restricted Stock Units	Options Exercise	$0	-3.19K	-49.25%	$0.00	3.28K	Aug 1, 2021	Common Stock	3.19K		Direct	F3
transaction	MAT	Restricted Stock Units	Options Exercise	$0	-7.8K	-33%	$0.00	15.8K	Jul 31, 2021	Common Stock	7.8K		Direct	F5
transaction	MAT	Restricted Stock Units	Award	$0	+12K		$0.00	12K	Aug 2, 2021	Common Stock	12K		Direct	F7, F8
transaction	MAT	Employee Stock Option - Right to Buy	Award	$0	+27.9K	+48.51%	$0.00	85.5K	Aug 2, 2021	Common Stock	27.9K	$21.91	Direct	F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As reported on a Form 4 dated August 1, 2018 and filed on August 3, 2018, the Reporting Person received a grant of 16,635 Restricted Stock Units ("RSUs" or "Units") on August 1, 2018. The RSUs vested 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 received one share of Mattel, Inc. Common Stock, subject to tax withholding. On August 1, 2021, the remaining 34% of these RSUs vested, resulting in the issuance of 5,656 shares of Mattel, Inc. Common Stock.
F2	Pursuant to the terms of the August 1, 2018 grant, 2,805 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3	As reported on a Form 4 dated August 1, 2019 and filed on August 5, 2019, the Reporting Person received a grant of 9,658 RSUs on August 1, 2019. 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, subject to tax withholding. On August 1, 2021, the second 33% of these RSUs vested, resulting in the issuance of 3,187 shares of Mattel, Inc. Common Stock.
F4	Pursuant to the terms of the August 1, 2019 RSU grant, 1,581 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F5	As reported on a Form 4 dated July 31, 2020 and filed on August 4, 2020, the Reporting Person received a grant of 23,627 RSUs on July 31, 2020. 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, subject to tax withholding. On July 31, 2021, the first 33% of these RSUs vested, resulting in the issuance of 7,796 shares of Mattel, Inc. Common Stock.
F6	Pursuant to the terms of the July 31, 2020 RSU grant, 3,866 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F7	The RSUs were granted on August 2, 2021 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).
F8	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.
F9	The option was granted on August 2, 2021 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.