MATTEL INC /DE/ — Director's Dealing 2018

Oct 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2018-09-29

Reporting Person: Thompson Amanda J (EVP & Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-29	Common Stock	M	12790	—	Acquired	12790	Direct
2018-09-29	Common Stock	F	4423	$15.70	Disposed	8367	Direct
2018-09-29	Common Stock	M	7461	—	Acquired	15828	Direct
2018-09-29	Common Stock	F	2581	$15.70	Disposed	13247	Direct
2018-09-29	Common Stock	M	7461	—	Acquired	20708	Direct
2018-09-29	Common Stock	F	2581	$15.70	Disposed	18127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-29	Restricted Stock Units	$	M	12790	Disposed		Common Stock (12790.0)	Direct
2018-09-29	Restricted Stock Units	$	M	7461	Disposed		Common Stock (7461.0)	Direct
2018-09-29	Restricted Stock Units	$	M	7461	Disposed		Common Stock (7461.0)	Direct

Footnotes

F1: As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 38,760 Restricted Stock Units ("RSUs" or "Units") on September 29, 2017. 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 September 29, 2018, the first 33% of these RSUs vested, resulting in the issuance of 12,790 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the September 29, 2017 RSU grant, 4,423 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 22,610 RSUs on September 29, 2017. 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 September 29, 2018, the first 33% of these RSUs vested, resulting in the issuance of 7,461 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the September 29, 2017 RSU grant, 2,581 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.