MATTEL INC /DE/ — Director's Dealing 2017

Jan 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2017-01-29

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-29	Common Stock	M	12267	—	Acquired	257761	Direct
2017-01-29	Common Stock	F	4738	$26.49	Disposed	253023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-29	Restricted Stock Units	$	M	12267	Disposed		Common Stock (12267.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16672	Indirect

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 18,587 Restricted Stock Units ("RSUs" or "Units") on January 29, 2015. The RSUs vest as to 66% of the Units on the second anniversary of the date of grant and as to the remaining 34% of the Units on the third anniversary of the date of grant. 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, 2017, 66% of these RSUs vested, resulting in the issuance of 12,267 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the January 29, 2015 RSU grant, 4,738 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As of January 29, 2017, the reporting person had a balance of $441,628.27 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.