MATTEL INC /DE/ — Director's Dealing 2016

Apr 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-04-13

Reporting Person: Dickson Richard (Pres & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-13	Common Stock	M	17647	—	Acquired	23312	Direct
2016-04-13	Common Stock	F	7918	$33.42	Disposed	15394	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-13	Restricted Stock Units	$	M	17647	Disposed		Common Stock (17647.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	715	Indirect

Footnotes

F1: As reported on a Form 4 dated April 13, 2015 and filed on April 14, 2015, the reporting person received a grant of 53,476 Restricted Stock Units ("RSUs" or "Units") on April 13, 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 the 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 April 13, 2016, the first 33% of these RSUs vested, resulting in the issuance of 17,647 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the April 13, 2015 RSU grant, 7,918 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F3: As of April 13, 2016, the reporting person had a balance of $23,896.71 in the Mattel Stock Fund of Mattel, Inc's. 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.