Sec Form 4 Filing - FARR KEVIN M @ MATTEL INC /DE/ - 2016-07-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FARR KEVIN M 2. Issuer Name and Ticker or Trading Symbol MATTEL INC /DE/ [ MAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 333 CONTINENTAL BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2016 (Street) EL SEGUNDO, CA90245 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/31/2016 M 8,886 A 241,604 D Common Stock 07/31/2016 F 4,637 ( 2 ) D $ 33.38 236,967 D Common Stock 16,170 ( 3 ) I In 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exe rcisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 07/31/2016 M 8,886 ( 1 ) ( 1 ) Common Stock 8,886 $ 0 18,042 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FARR KEVIN M 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA90245 Chief Financial Officer Signatures /s/ Julie Kwok, Attorney-in-Fact for Kevin M. Farr 08/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on a Form 4 dated July 31, 2015 and filed on August 4, 2015, the reporting person received a grant of 26,928 Restricted Stock Units ("RSUs" or "Units") on July 31, 2015. The RSUs vest as to (a) 33% of the Units on the first anniversary of the date of grant, (b) an additional 33% of the Units on the second anniversary of the date of grant, and (c) as to the remaining 34% of the Units 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 July 31, 2016, the first 33% of these RSUs vested, resulting in the issuance of 8,886 shares of Mattel, Inc. Common Stock. ( 2 )Pursuant to the terms of the July 31, 2015 RSU grant, 4,637 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. ( 3 )As of July 31, 2016, the reporting person had a balance of $539,739.03 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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