Mattel (MAT) Form 3 MATTEL / Susan R Lecker ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lecker Susan R

(Last) (First) (Middle)

333 CONTINENTAL BOULEVARD

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Brands Off-Toy Box

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option - Right to Buy - Granted 08/01/2012	(1)	08/01/2022	Common Stock	4,595	34.76	D
Employee Stock Option - Right to Buy - Granted 08/01/2013	(1)	08/01/2023	Common Stock	12,514	42.7	D
Employee Stock Option - Right to Buy - Granted 08/01/2014	(1)	08/01/2024	Common Stock	30,134	35.25	D
Employee Stock Option - Right to Buy - Granted 07/31/2015	(2)	07/31/2025	Common Stock	77,720	23.21	D
Restricted Stock Units - Granted 08/01/2013	(3)	(3)	Common Stock	1,288	(4)	D
Restricted Stock Units - Granted 04/30/2014	(3)	(3)	Common Stock	3,188	(4)	D
Restricted Stock Units - Granted 08/01/2014	(3)	(3)	Common Stock	3,830	(4)	D
Restricted Stock Units - Granted 12/12/2014	(5)	(5)	Common Stock	2,439	(4)	D
Restricted Stock Units - Granted 06/30/2015	(6)	(6)	Common Stock	3,893	(7)	D
Restricted Stock Units - Granted 07/31/2015	(6)	(6)	Common Stock	6,463	(7)	D
Restricted Stock Units - Granted 08/31/2015	(6)	(6)	Common Stock	14,938	(7)	D

Explanation of Responses:

1. The option was granted pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 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 thrid anniversary of the date of grant.

2. The option was granted pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (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 thrid anniversary of the date of grant.

3. The Restricted Stock Units ("RSUs" or the "Units") 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 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.

4. The RSUs were granted pursuant to the 2010 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 on the settlement date). The RSUs are accompanied by divident equivalent rights.

5. The RSUs vest as to 50% of the Units on the first anniversary of the date of grant and as to the remaining 50% of the Units granted on the second 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.

6. The RSUs vest as to (a) 33% of the Units on the first anniversary of the date of grant, (b) an additional 33% of the Units on the second anniversary of the date of grant, and (c) the remaining 34% of the Units on the thrid 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.

7. The RSUs were granted pursuant to 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). The RSUs are accompanied by divident equivalent rights.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Julie Kwok, Attorney-in-Fact for Susan R. Lecker	09/17/2015
	** Signature of Reporting Person	Date
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