MATTEL INC /DE/ — Director's Dealing 2016

Apr 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-04-01

Reporting Person: Walker Geoffrey H (EVP, Chief Strategic Tech Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	M	1148	—	Acquired	23594	Direct
2016-04-01	Common Stock	F	432	$34.26	Disposed	23162	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Restricted Stock Units	$	M	1148	Disposed		Common Stock (1148.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4642	Indirect

Footnotes

F1: As reported on Form 4 dated April 1, 2013 and filed on April 4, 2013, the reporting person received a grant of 2,296 Restricted Stock Units (the "RSUs" or the "Units") on April 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 the 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 1, 2016, the second 50% of the RSUs vested, resulting in the issuance of 1,148 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the April 1, 2013 RSU grant, 432 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F3: As of April 1, 2016, the reporting person had a balance of $159,037.11 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.