MATTEL INC /DE/ — Director's Dealing 2015

Aug 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2015-08-01

Reporting Person: KILPIN TIMOTHY J. (President, Toy Box)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-01	Common Stock	M	4316	—	Acquired	83371	Direct
2015-08-01	Common Stock	F	1622	$23.21	Disposed	81749	Direct
2015-08-01	Common Stock	M	4293	—	Acquired	86042	Direct
2015-08-01	Common Stock	F	1614	$23.21	Disposed	84428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-01	Restricted Stock Units	$	M	4316	Disposed		Common Stock (4316)	Direct
2015-08-01	Restricted Stock Units	$	M	4293	Disposed		Common Stock (4293)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3449	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2012 and filed on August 3, 2012, the reporting person received a grant of 8,631 Restricted Stock Units ("RSUs" or "Units") on August 1, 2012. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units 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. On August 1, 2015, the remaining 50% of these RSUs vested, resulting in the issuance of 4,316 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the August 1, 2012 RSU grant, 1,622 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated August 1, 2013 and filed on August 5, 2013, the reporting person received a grant of 8,587 RSUs on August 1, 2013. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units 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. On August 1, 2015, the first 50% of these RSUs vested, resulting in the issuance of 4,293 shares of Mattel, Inc. common stock.

F4: Pursuant to the terms of the August 1, 2013 RSU grant, 1,614 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F5: As of July 31, 2015, the reporting person had a balance of $80,052.60 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.