MATTEL INC /DE/ — Director's Dealing 2015

Apr 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2015-04-09

Reporting Person: Gibbons Peter D (EVP Chief Supply Chain Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-09	Common Stock	M	2311	—	Acquired	4811	Direct
2015-04-09	Common Stock	F	864	$24.27	Disposed	3947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-09	Restricted Stock Units	$	M	2311	Disposed		Common Stock (2311)	Direct

Footnotes

F1: As reported on Form 4 dated April 9, 2013 and filed on April 10, 2013, the reporting person received a grant of 4,623 Restricted Stock Units (the "RSUs" or the "Units") on April 9, 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 April 9, 2015, the first 50% of the RSUs vested, resulting in the issuance of 2,311 shares of Mattel, Inc. common stock.

F2: Pursuant to the April 9, 2013 RSU grant, 864 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.