MATTEL INC /DE/ — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-05-10

Reporting Person: FERGUSSON FRANCES D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	M	2610	—	Acquired	27984	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	Restricted Stock Units	$	M	2610	Disposed		Common Stock (2610.0)	Direct

Footnotes

F1: As reported on a Form 4 dated May 10, 2013 and filed on May 13, 2013, the reporting person received a grant of 2,610 Restricted Stock Units ("RSUs") on May 10, 2013. The RSUs were fully vested on the one year anniversary of the grant date and are settled on the third anniversary of the grant date. On May 10, 2016, 100% of these RSUs were settled, resulting in the issuance of 2,610 shares of Mattel common stock.