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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 05/16/2014 | A | 3,341 | (2) | (2) | Common Stock | 3,341 | $ 0 | 3,341 | D | ||||
| Phantom Stock | (3) | 05/16/2014 | A | 514 | (4) | (4) | Common Stock | 514 | $ 38.91 | 1,111 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| EDWARDS TREVOR A MATTEL, INC. 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA 90245 |
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| /s/ Julie Kwok, as Attorney-in-Fact for Trevor A. Edwards | 05/20/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Restricted Stock Units ("RSUs") were granted on May 16, 2014, pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan. Each RSU represents a contingent right to receive one share of 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 dividend equivalent rights. |
| (2) | The RSUs will vest in four equal installments, as follows: (i) 25% on August 16, 2014, (ii) 25% on November 16, 2014, (iii) 25% on February 16, 2015 and (iv) 25% on the earlier of May 16, 2015 or the day before the first annual meeting of Mattel, Inc.'s stockholders that occurs after the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of 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 settlement date). |
| (3) | Distributions from the reporting person's phantom stock account will be in the form of shares of Mattel, Inc. common stock equal in value to the value of the phantom stock account. |
| (4) | The phantom stock units will be settled in shares of Mattel, Inc. common stock following the reporting person's separation from service with Mattel, Inc. |