MATTEL INC /DE/ — Director's Dealing 2019

May 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2019-05-16

Reporting Person: PRABHU VASANT M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-19	Common Stock	M	4619	—	Acquired	38921	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-16	Restricted Stock Units	$	A	12567	Acquired		Common Stock (12567.0)	Direct
2019-05-19	Restricted Stock Units	$	M	4619	Disposed		Common Stock (4619.0)	Direct

Footnotes

F1: As reported on a Form 4 dated May 19, 2016 and filed on May 23, 2016, the Reporting Person received a grant of 4,619 Restricted Stock Units ("RSUs") on May 19, 2016. The RSUs were fully vested on the grant date and are settled on the third anniversary of the grant date. On May 19, 2019, 100% of these RSUs were settled, resulting in the issuance of 4,619 shares of Mattel Common Stock.

F2: The Restricted Stock Units ("RSUs") were granted on May 16, 2019, pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended. 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.

F3: The RSUs are fully vested on the date of grant. Vested RSUs generally will be settled on the third anniversary of the date of grant. 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).