MATTEL INC /DE/ — Director's Dealing 2017

Aug 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2017-08-01

Reporting Person: Gibbons Peter D (EVP&Chief Supply Chain Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-01	Common Stock	M	4728	—	Acquired	30880	Direct
2017-08-01	Common Stock	F	1777	$19.72	Disposed	29103	Direct
2017-08-01	Common Stock	M	3530	—	Acquired	32633	Direct
2017-08-01	Common Stock	F	1327	$19.72	Disposed	31306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-01	Restricted Stock Units	$	M	4728	Disposed		Common Stock (4728.0)	Direct
2017-08-01	Restricted Stock Units	$	M	3530	Disposed		Common Stock (3530.0)	Direct
2017-08-01	Employee Stock Option - Right to Buy	$19.72	A	122616	Acquired	2027-08-01	Common Stock (122616.0)	Direct
2017-08-01	Restricted Stock Units	$	A	22819	Acquired		Common Stock (22819.0)	Direct

Footnotes

F1: As reported on a Form 4 dated August 1, 2014 and filed on August 4, 2014, the Reporting Person received a grant of 9,456 Restricted Stock Units ("RSUs" or "Units") on August 1, 2014. 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 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 August 1, 2017, the remaining 50% of these RSUs vested, resulting in the issuance of 4,728 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2014 RSU grant, 1,777 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated August 1, 2016 and filed on August 3, 2016, the Reporting Person received a grant of 10,697 RSUs on August 1, 2016. The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted 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 August 1, 2017, the first 33% of these RSUs vested, resulting in the issuance of 3,530 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the August 1, 2016 RSU grant, 1,327 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: The option was granted on August 1, 2017 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.

F6: The RSUs were granted on August 1, 2017 pursuant to the Plan. Each Unit represents a contingent right to 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 such share).

F7: The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted 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.