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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MATTEL INC /DE/ [ MAT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/31/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/01/2020 | M | 6,897 | A | (1) | 42,166 | D | |||
Common Stock | 08/01/2020 | F | 2,385(2) | D | $11.11 | 39,781 | D | |||
Common Stock | 08/01/2020 | M | 7,947 | A | (3) | 47,728 | D | |||
Common Stock | 08/01/2020 | F | 3,290(4) | D | $11.11 | 44,438 | D | |||
Common Stock | 08/01/2020 | M | 9,561 | A | (5) | 53,999 | D | |||
Common Stock | 08/01/2020 | F | 4,741(6) | D | $11.11 | 49,258 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 - Granted 08/01/2017 | (1) | 08/01/2020 | M | 6,897 | (1) | (1) | Common Stock | 6,897 | $0 | 0 | D | ||||
Restricted Stock Units - Granted 08/01/2018 | (3) | 08/01/2020 | M | 7,947 | (3) | (3) | Common Stock | 7,947 | $0 | 8,188 | D | ||||
Restricted Stock Units - Granted 08/01/2019 | (5) | 08/01/2020 | M | 9,561 | (5) | (5) | Common Stock | 9,561 | $0 | 19,413 | D | ||||
Restricted Stock Units | (7) | 07/31/2020 | A | 35,441 | (8) | (8) | Common Stock | 35,441 | $0 | 35,441 | D | ||||
Employee Stock Option - Right to Buy | $11.11 | 07/31/2020 | A | 28,783 | (9) | 07/31/2030 | Common Stock | 28,783 | $0 | 28,783 | D |
Explanation of Responses: |
1. As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 20,284 Restricted Stock Units ("RSUs" or "Units") on August 1, 2017. 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, 2020, the final 34% of these RSUs vested, resulting in the issuance of 6,897 shares of Mattel, Inc. Common Stock. |
2. Pursuant to the terms of the August 1, 2017 RSU grant, 2,385 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. |
3. As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 24,081 RSUs on August 1, 2018. 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, 2020, the second 33% of these RSUs vested, resulting in the issuance of 7,947 Shares of Mattel, Inc. Common Stock. |
4. Pursuant to the terms of the August 1, 2018 RSU grant, 3,290 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. |
5. As reported on a Form 4 dated August 1, 2019 and filed on August 5, 2019, the Reporting Person received a grant of 28,974 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, 2020, the first 33% of these RSUs vested, resulting in the issuance of 9,561 shares of Mattel, Inc. Common Stock. |
6. Pursuant to the terms of the August 1, 2019 RSU grant, 4,741 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. |
7. The RSUs were granted on July 31, 2020 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). |
8. 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. |
9. The option was granted on July 31, 2020 pursuant 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. |
Remarks: |
/s/ Robert Efthimos, Attorney-in-Fact for Roberto Jacobo Isaias Zanatta | 08/04/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |