MATTEL INC /DE/ — Director's Dealing 2016

Oct 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-09-30

Reporting Person: Gros Richard R (EVP, Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-30	Common Stock	M	5092	—	Acquired	5092	Direct
2016-09-30	Common Stock	F	1914	$30.28	Disposed	3178	Direct
2016-09-30	Common Stock	M	3134	—	Acquired	6312	Direct
2016-09-30	Common Stock	F	1178	$30.28	Disposed	5134	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Restricted Stock Units	$	M	5092	Disposed		Common Stock (5092.0)	Direct
2016-09-30	Restricted Stock Units	$	M	3134	Disposed		Common Stock (3134.0)	Direct

Footnotes

F1: As reported on a Form 4 dated September 30, 2015 and filed on October 1, 2015, the reporting person received a grant of 15,432 Restricted Stock Units ("RSUs" or "Units") on September 30, 2015. 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) as to 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. On September 30, 2016, the first 33% of these RSUs vested, resulting in the issuance of 5,092 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the September 30, 2015 RSU grant, 1,914 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated September 30, 2015 and filed on October 1, 2015, the reporting person received a grant of 9,497 RSUs on September 30, 2015. 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) as to 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. On September 30, 2016, the first 33% of these RSUs vested, resulting in the issuance of 3,134 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the September 30, 2015 RSU grant, 1,178 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.