MATTEL INC /DE/ — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2016-01-29

Reporting Person: SINCLAIR CHRISTOPHER A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	M	55762	—	Acquired	102304	Direct
2016-01-29	Common Stock	F	21890	$27.59	Disposed	80414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-29	Restricted Stock Units	$	M	55762	Disposed		Common Stock (55762.0)	Direct

Footnotes

F1: As reported on a Form 4 dated January 29, 2015 and filed on February 2, 2015, the reporting person received a grant of 55,762 Restricted Stock Units ("RSUs" or "Units") on January 29, 2015. The RSUs vest 100% on the first anniversary of the grant date. On the vesting date, for each Unit vesting, 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 January 29, 2016, 100% of these RSUs vested, resulting in the issuance of 55,762 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the January 29, 2015 RSU grant, 21,890 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.