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: 2015-07-31

Reporting Person: SADIGH MANDANA (SVP and Corporate Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-01	Common Stock	M	1618	—	Acquired	32029	Indirect
2015-08-01	Common Stock	F	609	$23.21	Disposed	31420	Indirect
2015-08-01	Common Stock	M	1376	—	Acquired	32796	Indirect
2015-08-01	Common Stock	F	518	$23.21	Disposed	32278	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-01	Restricted Stock Units	$	M	1618	Disposed		Common Stock (1618)	Direct
2015-08-01	Restricted Stock Units	$	M	1376	Disposed		Common Stock (1376)	Direct
2015-07-31	Employee Stock Option - Right to Buy	$23.21	A	34974	Acquired	2025-07-31	Common Stock (34974)	Direct
2015-07-31	Restricted Stock Units	$	A	2908	Acquired		Common Stock (2908)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2709	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 3,236 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 1,618 shares of Mattel, Inc. common stock.

F2: The Ahmadi Family Trust, dated January 29, 1999.

F3: Pursuant to the terms of the August 1, 2012 RSU grant, 609 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F4: As reported on a Form 4 dated August 1, 2013 and filed on August 5, 2013, the reporting person received a grant of 2,752 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 1,376 shares of Mattel, Inc. common stock.

F5: Pursuant to the terms of the August 1, 2013 RSU grant, 518 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F6: As of July 31, 2015, the reporting person had a balance of $62,886.45 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.

F7: The option was granted on July 31, 2015 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (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.

F8: The RSUs were granted on July 31, 2015 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). The RSUs are accompanied by dividend equivalent rights.

F9: The RSUs vest as to (a) 33% of the Units on the first anniversary of the date of grant, (b) an additional 33% of the Units on the second anniversary of the date of grant, and (c) the remaining 34% 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.