MATTEL INC /DE/ — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-05-19

Reporting Person: White Loyd Kathy (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-20	Common Stock	S	2700	$30.5959	Disposed	8060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Restricted Stock Units	$	A	4619	Acquired		Common Stock (4619.0)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $30.59 to $30.615. 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: The Restricted Stock Units ("RSUs") were granted on May 19, 2016, pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation 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.

F3: The RSUs are fully vested on the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of 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 settlement date).