| 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)
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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) 04/28/2024 | ||||||||||||||||||||||||||
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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 | 04/28/2024 | M | 13,108 | A | (1) | 55,603 | D | |||
| Common Stock | 04/28/2024 | F | 6,644(2) | D | $18.36 | 48,959 | D | |||
| Common Stock | 04/29/2024 | M | 6,617 | A | (3) | 55,576 | D | |||
| Common Stock | 04/29/2024 | F | 3,354(4) | D | $18.49 | 52,222 | D | |||
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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 | (1) | 04/28/2024 | M | 13,108 | (1) | (1) | Common Stock | 13,108 | $0 | 26,614 | D | ||||
| Restricted Stock Units | (3) | 04/29/2024 | M | 6,617 | (3) | (3) | Common Stock | 6,617 | $0 | 6,819 | D | ||||
| Explanation of Responses: |
| 1. As reported on a Form 4 dated April 28, 2023 and filed on May 2, 2023, the Reporting Person received a grant of 39,722 Restricted Stock Units ("RSUs" or "Units") on April 28, 2023. 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, 2024, the first 33% of these RSUs vested, resulting in the issuance of 13,108 shares of Mattel, Inc. Common Stock. |
| 2. Pursuant to the terms of the April 28, 2023 RSU grant, 6,644 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. |
| 3. As reported on a Form 4 dated April 29, 2022 and filed on May 3, 2022, the Reporting Person received a grant of 20,053 RSUs 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 29, 2024, the second 33% of these RSUs vested, resulting in the issuance of 6,617 shares of Mattel, Inc. Common Stock. |
| 4. Pursuant to the terms of the April 29, 2022 RSU grant, 3,354 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. |
| Remarks: |
| /s/ Tiffani Magri, Attorney-in-Fact for Jonathan Anschell | 04/30/2024 | |
| ** 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. | ||