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: Eilola Michael J. (EVP&Chief Supply Chain Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-29	Common Stock	M	6502	—	Acquired	13153	Direct
2018-12-29	Common Stock	F	2249	$9.94	Disposed	10904	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-29	Restricted Stock Units	$	M	6502	Disposed		Common Stock (6502.0)	Direct

Footnotes

F1: As reported on a Form 3 dated January 31, 2018 and filed on February 9, 2018, the Reporting Person received a grant of 13,004 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 6,502 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the December 29, 2017 RSU grant, 2,249 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.