MATTEL INC /DE/ — Director's Dealing 2016

Aug 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-08-01

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-01	Common Stock	M	7904	—	Acquired	244871	Direct
2016-08-01	Common Stock	F	4125	$32.72	Disposed	240746	Direct
2016-08-01	Common Stock	M	9929	—	Acquired	250675	Direct
2016-08-01	Common Stock	F	5181	$32.72	Disposed	245494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-01	Restricted Stock Units	$	M	7904	Disposed		Common Stock (7904.0)	Direct
2016-08-01	Restricted Stock Units	$	M	9929	Disposed		Common Stock (9929.0)	Direct
2016-08-01	Employee Stock Option - Right to Buy	$32.72	A	142683	Acquired	2026-08-01	Common Stock (142683.0)	Direct
2016-08-01	Restricted Stock Units	$	A	17879	Acquired		Common Stock (17879.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16177	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2013 and filed on August 5, 2013, the reporting person received a grant of 15,808 Restricted Stock Units ("RSUs" or "Units") 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, 2016, the remaining 50% of these RSUs vested, resulting in the issuance of 7,904 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2013 RSU grant, 4,125 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated July 31, 2014 and filed on August 4, 2014, the reporting person received a grant of 19,858 RSUs on August 1, 2014. 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, 2016, the first 50% of these RSUs vested, resulting in the issuance of 9,929 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the August 1, 2014 RSU grant, 5,181 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: As of August 1, 2016, the reporting person had a balance of $529,302.74 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.

F6: The option was granted on August 1, 2016 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.

F7: The RSUs were granted on August 1, 2016 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).

F8: 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.