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: 2017-05-19

Reporting Person: NG DOMINIC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-19	Restricted Stock Units	$	A	6321	Acquired		Common Stock (6321.0)	Direct
2017-05-19	Phantom Stock	$	A	4966	Acquired		Common Stock (4966.0)	Direct

Footnotes

F1: The Restricted Stock Units ("RSUs") were granted on May 19, 2017, pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.

F2: The RSUs are fully vested on the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the Reporting Person will receive one share of 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 settlement date).

F3: Distributions from the Reporting Person's phantom stock account will be in the form of shares of Mattel, Inc. Common Stock equal in value to the value of the phantom stock account.

F4: The phantom stock units will be settled in shares of Mattel, Inc. Common Stock following the Reporting Person's separation from service with Mattel, Inc.