MATTEL INC /DE/ — Director's Dealing 2016

Aug 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-08-30

Reporting Person: Walker Geoffrey H (EVP, Chief Strategic Tech Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-30	Common Stock	M	7128	$21.50	Acquired	39348	Direct
2016-08-30	Common Stock	S	7128	$33.569	Disposed	32220	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-30	Employee Stock Option - Rght to Buy	$21.5	M	7128	Disposed	2020-08-02	Common Stock (7128.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4816	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $33.56 to $33.573. The price reported reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transactions were effected.

F2: As of August 30, 2016, the reporting person had a balance of $161,665.30 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.