MATTEL INC /DE/ — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-02-22

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	M	62500	$17.94	Acquired	282718	Direct
2016-02-22	Common Stock	S	50000	$31.809	Disposed	232718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Common Stock	$17.94	M	62500	Disposed	2016-08-01	Common Stock (62500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15997	Indirect

Footnotes

F1: The reporting person sold the minimum number of shares to satisfy the exercise price and tax withholding obligation and held the remaining shares acquired from the option exercise.

F2: This transaction was executed in multiple trades at prices ranging from $31.68 to $32.475. 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.

F3: As of February 22, 2016, the reporting person had a balance of $518,314.69 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.