Robert Normile Form 4 MATTEL / ROBERT NORMILE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NORMILE ROBERT

(Last) (First) (Middle)

333 CONTINENTAL BOULEVARD

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [ MAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Chief Legal Officer & Sec

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2017		M		5,674	A	(1)	116,020	D
Common Stock	08/01/2017		F		2,133(2)	D	$19.72	113,887	D
Common Stock	08/01/2017		M		3,530	A	(3)	117,417	D
Common Stock	08/01/2017		F		1,327(4)	D	$19.72	116,090	D
Common Stock								15,197(5)	I	In 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/01/2017		M			5,674	(1)	(1)	Common Stock	5,674	$0	0	D
Restricted Stock Units	(3)	08/01/2017		M			3,530	(3)	(3)	Common Stock	3,530	$0	7,167	D
Employee Stock Option - Right to Buy	$19.72	08/01/2017		A		190,736		(6)	08/01/2027	Common Stock	190,736	$0	190,736	D

Explanation of Responses:

1. As reported on a Form 4 dated July 31, 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, 2017, the remaining 50% of these RSUs vested, resulting in the issuance of 5,674 shares of Mattel, Inc. Common Stock.

2. Pursuant to the terms of the August 1, 2014 RSU grant, 2,133 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

3. As reported on a Form 4 dated August 1, 2016 and filed on August 3, 2016, the Reporting Person received a grant of 10,697 RSUs 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, 2017, the first 33% of these RSUs vested, resulting in the issuance of 3,530 shares of Mattel, Inc. Common Stock.

4. Pursuant to the terms of the August 1, 2016 RSU grant, 1,327 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

5. As of August 1, 2017, the Reporting Person had a balance of $299,688.34 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.

6. The option was granted on August 1, 2017 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation 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.

Remarks:

	/s/ Julie Kwok, Attorney-in-Fact for Robert Normile	08/03/2017
	** Signature of Reporting Person	Date
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