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
 
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1. Name and Address of Reporting Person*
TOTZKE STEVE

(Last) (First) (Middle)
333 CONTINENTAL BLVD.

(Street)
EL SEGUNDO CA 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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.
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Exhibit

POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert Normile, Tiffani Magri, Robert Efthimos, and Lilian Balasanian signing singly, the undersigned’s true and lawful attorney-in-fact to:

1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Mattel, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform, in connection with the foregoing, any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of June, 2020.

/s/ Steven B. Totzke
Signature
 
Steven B. Totzke
Print Name