MATTEL INC /DE/ — Director's Dealing 2015

Feb 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2015-01-29

Reporting Person: SINCLAIR CHRISTOPHER A (Director, Interim Chief Exec. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Restricted Stock Units	$	A	55762	Acquired		Common Stock (55762)	Direct

Footnotes

F1: The Restricted Stock Units ("RSUs" or "Units") were granted on January 29, 2015, pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.

F2: The RSUs will vest 100% on the first anniversary of the grant date. On the vesting date, for each Unit vesting, 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.