MATTEL INC /DE/ — Director's Dealing 2018

Feb 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2018-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-31	Common Stock	M	31476	—	Acquired	99193	Direct
2018-01-31	Common Stock	F	12347	$15.84	Disposed	86846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-31	Restricted Stock Units	$	M	31476	Disposed		Common Stock (31476.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1537	Indirect

Footnotes

F1: As reported on a Form 4 dated January 31, 2017 and filed on February 2, 2017, the Reporting Person received a grant of 95,383 Restricted Stock Units ("RSUs" or "Units") on January 31, 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 January 31, 2018, the first 33% of these RSUs vested, resulting in the issuance of 31,476 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the January 31, 2017 RSU grant, 12,347 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As of January 31, 2018, the Reporting Person had a balance of $24,343.27 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 and adjusted to correct an inadvertent overstatement in the Reporting Person's Form 4 filed on January 30, 2018.