SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

TOTZKE STEVE

(Last)

(First)

(Middle)

333 CONTINENTAL BLVD.

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2020

3. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [ MAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Comm Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,597	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option - Right to Buy - Granted 08/01/2012	⁽¹⁾	08/01/2022	Common Stock	11,514	$34.76	D
Employee Stock Option - Right to Buy - Granted 08/01/2013	⁽¹⁾	08/01/2023	Common Stock	12,799	$42.7	D
Employee Stock Option - Right to Buy - Granted 08/01/2014	⁽¹⁾	08/01/2024	Common Stock	26,228	$35.25	D
Employee Stock Option - Right to Buy - Granted 07/31/2015	⁽²⁾	07/31/2025	Common Stock	64,767	$23.21	D
Employee Stock Option - Right to Buy - Granted 08/01/2016	⁽²⁾	08/01/2026	Common Stock	67,073	$32.72	D
Employee Stock Option - Right to Buy - Granted 08/01/2017	⁽²⁾	08/01/2027	Common Stock	122,616	$19.72	D
Employee Stock Option - Right to Buy - Granted 08/01/2018	⁽²⁾	08/01/2028	Common Stock	54,745	$15.78	D
Employee Stock Option - Right to Buy - Granted 08/01/2019	⁽²⁾	08/01/2029	Common Stock	88,063	$13.59	D
Restricted Stock Units - Granted 08/01/2017	⁽³⁾	⁽³⁾	Common Stock	2,587	⁽⁴⁾	D
Restricted Stock Units - Granted 08/01/2018	⁽³⁾	⁽³⁾	Common Stock	12,738	⁽⁴⁾	D
Restricted Stock Units - Granted 08/01/2019	⁽³⁾	⁽³⁾	Common Stock	11,038	⁽⁴⁾	D

Explanation of Responses:

1. The stock option was granted pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation 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 thrid anniversary of the date of grant.

2. The stock option was granted pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (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.

3. The Restricted Stock Units (the "RSUs" or "Units") 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.

4. The RSUs were granted pursuant to 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).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tiffani Magri, Attorney-in-Fact for Steven B. Totzke	07/02/2020
	** 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 5 (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.