Richard Dickson - Apr 28, 2023 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: Apr 28, 2023
Transactions value $: -$205,020
Form type: 4
Date filed: 5/2/2023, 09:23 PM
Previous filing: Feb 9, 2023
Next filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAT	Common Stock	Options Exercise		+22.9K	+3.6%		659K	Apr 28, 2023	Direct	F1
transaction	MAT	Common Stock	Tax liability	-$205K	-11.4K	-1.73%	$18.00	648K	Apr 28, 2023	Direct	F2
holding	MAT	Common Stock						8.41K	Apr 28, 2023	In 401(k)	F3

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	-22.9K	-33%	$0.00	46.5K	Apr 28, 2023	Common Stock	22.9K		Direct	F1
transaction	MAT	Restricted Stock Units	Award	$0	+126K		$0.00	126K	Apr 28, 2023	Common Stock	126K		Direct	F4, F5
transaction	MAT	Employee Stock Option - Right to Buy	Award	$0	+84.9K		$0.00	84.9K	Apr 28, 2023	Common Stock	84.9K	$18.00	Direct	F6

* 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 April 29, 2022 and filed on May 3, 2022, the Reporting Person received a grant of 69,416 Restricted Stock Units ("RSUs" or "Units") on April 29, 2022. 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 April 28, 2023, the first 33% of these RSUs vested, resulting in the issuance of 22,907 shares of Mattel, Inc. Common Stock.
F2	Pursuant to the terms of the April 29, 2022 RSU grant, 11,390 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3	As of March 17, 2023, the Reporting Person had a balance of $136,713.32 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.
F4	The RSUs were granted on April 28, 2023 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).
F5	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.
F6	The option was granted on April 28, 2023 pursuant to 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.