Mattel (MAT) Form 4 MATTEL / Amanda J Thompson 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^*

Thompson Amanda J

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2020

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	09/29/2020		M		13,179	A	(1)	58,680	D
Common Stock	09/29/2020		F		5,378(2)	D	$11.5	53,302	D
Common Stock	09/29/2020		M		7,688	A	(3)	60,990	D
Common Stock	09/29/2020		F		2,659(4)	D	$11.5	58,331	D
Common Stock	09/29/2020		M		7,688	A	(3)	66,019	D
Common Stock	09/29/2020		F		3,812(5)	D	$11.5	62,207	D

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)	09/29/2020		M			13,179	(1)	(1)	Common Stock	13,179	$0	0	D
Restricted Stock Units	(3)	09/29/2020		M			7,688	(3)	(3)	Common Stock	7,688	$0	0	D
Restricted Stock Units	(3)	09/29/2020		M			7,688	(3)	(3)	Common Stock	7,688	$0	0	D

Explanation of Responses:

1. As reported on a Form 3 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 38,760 Restricted Stock Units ("RSUs" or "Units") on September 29, 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 September 29, 2020, the final 34% of these RSUs vested, resulting in the issuance of 13,179 shares of Mattel, Inc. Common Stock.

2. Pursuant to the terms of the September 29, 2017 RSU grant, 5,378 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

3. As reported on a Form 3 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 22,610 RSUs on September 29, 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 September 29, 2020, the final 34% of these RSUs vested, resulting in the issuance of 7,688 shares of Mattel, Inc. Common Stock.

4. Pursuant to the terms of the September 29, 2017 RSU grant, 2,659 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

5. Pursuant to the terms of the September 29, 2017 RSU grant, 3,812 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

Remarks:

	/s/ Robert Efthimos, Attorney-in-Fact for Amanda J. Thompson	10/01/2020
	** 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).
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