MATTEL INC /DE/ — Director's Dealing 2018

May 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2018-05-17

Reporting Person: SINCLAIR CHRISTOPHER A (Director, Former Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-17	Common Stock	M	50710	—	Acquired	166235	Direct
2018-05-17	Common Stock	F	12556	$15.28	Disposed	153679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-17	Restricted Stock Units	$	M	50710	Disposed		Common Stock (50710.0)	Direct

Footnotes

F1: As reported on a Form 4 dated August 1, 2017 and filed on August 3, 2017, the Reporting Person received a grant of 50,710 Restricted Stock Units ("RSUs" or "Units") on August 1, 2017. The RSUs vest as to 100% of the Units granted on the date of Mattel's 2018 Annual Meeting of Stockholders (May 17,2018). On the 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 17, 2018, 100% of these RSUs vested, resulting in the issuance of 50,710 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the August 1, 2017 RSU grant, 12,556 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.