MATTEL INC /DE/ — Director's Dealing 2016

May 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-05-04

Reporting Person: Johnson Joseph B (SVP & Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-04	Common Stock	M	296	—	Acquired	296	Direct
2016-05-04	Common Stock	F	109	$30.60	Disposed	187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-04	Restricted Stock Units	$	M	296	Disposed		Common Stock (296.0)	Direct

Footnotes

F1: As reported on a Form 4 dated May 4, 2015 and filed on May 6, 2015, the reporting person received a grant of 898 Restricted Stock Units ("RSUs" or "Units") on May 4, 2015. The RSUs vest as to 33% of the Units on the first anniversary of the date of grant, an additional 33% of the Units on the second anniversary of the date of grant and 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 May 4, 2016, the first 33% of these RSUs vested, resulting in the issuance of 296 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the May 4, 2015 RSU grant, 109 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.