MATTEL INC /DE/ — Director's Dealing 2015

Dec 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2015-12-12

Reporting Person: SADIGH MANDANA (SVP and Corporate Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-12	Common Stock	M	813	—	Acquired	33091	Indirect
2015-12-12	Common Stock	F	306	$26.25	Disposed	32785	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-12	Restricted Stock Units	$	M	813	Disposed		Common Stock (813)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2782	Indirect

Footnotes

F1: As reported on a Form 4 dated December 12, 2014 and filed on January 16, 2015, the reporting person received a grant of 1,626 Restricted Stock Units ("RSUs" or "Units") on December 12, 2014. The RSUs vest as to 50% of the Units on the first anniversary of the date of grant and as to the remaining 50% of the Units on the second 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. On December 12, 2015, the first 50% of these RSUs vested, resulting in the issuance of 813 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the December 12, 2014 RSU grant, 306 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F3: The Ahmadi Family Trust, dated January 29, 1999.

F4: As of December 12, 2015, the reporting person had a balance of $73,036.08 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.