Richard Dickson - Aug 1, 2022 Form 4 Insider Report for MATTEL INC /DE/ (MAT)

Role: Pres & Chief Operating Officer
Signature: /s/ Tiffani Magri, Attorney-in-Fact for Richard Dickson
Stock symbol: MAT
Transactions as of: Aug 1, 2022
Transactions value $: -$518,624
Form type: 4
Date filed: 8/3/2022, 09:47 PM
Previous filing: Aug 2, 2022
Next filing: Nov 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAT	Common Stock	Options Exercise		+28.1K	+5.93%		502K	Aug 1, 2022	Direct	F1
transaction	MAT	Common Stock	Tax liability	-$324K	-14K	-2.78%	$23.16	489K	Aug 1, 2022	Direct	F2
transaction	MAT	Common Stock	Options Exercise		+16.9K	+3.47%		505K	Aug 2, 2022	Direct	F3
transaction	MAT	Common Stock	Tax liability	-$195K	-8.42K	-1.67%	$23.13	497K	Aug 2, 2022	Direct	F4
holding	MAT	Common Stock						7.84K	Aug 1, 2022	In 401(k)	F5

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	-28.1K	-100%	$0.00^*	0	Aug 1, 2022	Common Stock	28.1K		Direct	F1
transaction	MAT	Restricted Stock Units	Options Exercise	$0	-16.9K	-33%	$0.00	34.4K	Aug 2, 2022	Common Stock	16.9K		Direct	F3

* 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, 2019 and filed on August 5, 2019, the Reporting Person received a grant of 82,781 Restricted Stock Units ("RSUs" or "Units") on August 1, 2019. 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, 2022, the final 34% of these RSUs vested, resulting in the issuance of 28,146 shares of Mattel, Inc. Common Stock.
F2	Pursuant to the terms of the August 1, 2019 RSU grant, 13,980 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3	As reported on a Form 4 dated July 31, 2021 and filed on August 3, 2021, the Reporting Person received a grant of 51,346 RSUs on August 2, 2021. 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 2, 2022, the first 33% of these RSUs vested, resulting in the issuance of 16,944 shares of Mattel, Inc. Common Stock.
F4	Pursuant to the terms of the August 2, 2021 RSU grant, 8,424 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F5	As of August 1, 2022, the Reporting Person had a balance of $181,664.84 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 third-party administrator for the PIP.