MATTEL INC /DE/ — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2017-05-20

Reporting Person: Dickson Richard (Pres & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-20	Common Stock	M	18168	—	Acquired	61617	Direct
2017-05-20	Common Stock	F	7637	$22.15	Disposed	53980	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-20	Restricted Stock Units	$	M	18168	Disposed		Common Stock (18168.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1293	Indirect

Footnotes

F1: As reported on a Form 4 dated May 20, 2014 and filed on May 22, 2014, the Reporting Person received a grant of 36,335 Restricted Stock Units ("RSUs" or "Units") on May 20, 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 May 20, 2017, the remaining 50% of these RSUs vested, resulting in the issuance of 18,168 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the May 20, 2014 RSU grant, 7,637 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As of May 20, 2017, the Reporting Person had a balance of $28,646.16 in the Mattel Stock Fund of Mattel, Inc's. 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.