MATTEL INC /DE/ — Director's Dealing 2017

Jul 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2017-07-08

Reporting Person: Georgiadis Mary Margaret Hastings (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-08	Common Stock	M	41167	—	Acquired	125609	Direct
2017-07-08	Common Stock	F	21481	$20.81	Disposed	104128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-08	Restricted Stock Units	$	M	41167	Disposed		Common Stock (41167.0)	Direct

Footnotes

F1: As reported on a Form 4 dated February 8, 2017, and filed on February 10, 2017, the Reporting Person received a grant of 494,001 Restricted Stock Units ("RSUs" or "Units") on February 8, 2017. The RSUs vest in equal installments on each monthly anniversary of the date of grant and will be 100% vested on the first 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 July 8, 2017, the fifth installment of these RSUs vested, resulting in the issuance of 41,167 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the February 8, 2017 RSU grant, 21,481 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.