MATTEL INC /DE/ — Director's Dealing 2019

Jan 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2018-12-29

Reporting Person: NORMILE ROBERT (EVP Chief Legal Officer & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-29	Common Stock	M	8127	—	Acquired	129880	Direct
2018-12-29	Common Stock	F	2811	$9.94	Disposed	127069	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-29	Restricted Stock Units	$	M	8127	Disposed		Common Stock (8127.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15291	Indirect

Footnotes

F1: As reported on a Form 4 dated December 29, 2017 and filed on January 3, 2018, the Reporting Person received a grant of 16,255 Restricted Stock Units ("RSUs" or "Units") on December 29, 2017. The RSUs vest as to 50% of the Units granted on the first anniversary of the date of grant and as to the remaining 50% of the Units granted on the second 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 December 29, 2018, the first 50% of these RSUs vested, resulting in the issuance of 8,127 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the December 29, 2017 RSU grant, 2,811 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As of December 29, 2018, the Reporting Person had a balance of $152,148.73 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.