Sec Form 4 Filing - EUTENEUER JOSEPH J @ MATTEL INC /DE/ - 2018-09-29

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 EUTENEUER JOSEPH J 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) 09/29/2018 (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 09/29/2018 M 21,317 A 21,317 D Common Stock 09/29/2018 F 10,569 ( 2 ) D $ 15.7 10,748 D Common Stock 09/29/2018 M 19,186 A 29,934 D Common Stock 09/29/2018 F 6,635 ( 4 ) D $ 15.7 23,299 D Common Stock 09/29/2018 M 19,186 A 42,485 D Common Stock 09/29/2018 F 7,254 ( 5 ) D $ 15.7 35,231 D

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. Transa ction 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 Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 09/29/2018 M 21,317 ( 1 ) ( 1 ) Common Stock 21,317 $ 0 43,282 D Restricted Stock Units ( 3 ) 09/29/2018 M 19,186 ( 3 ) ( 3 ) Common Stock 19,186 $ 0 38,954 D Restricted Stock Units ( 3 ) 09/29/2018 M 19,186 ( 3 ) ( 3 ) Common Stock 19,186 $ 0 38,954 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EUTENEUER JOSEPH J 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA90245 Chief Financial Officer Signatures /s/ Tiffani Magri as Attorney-in-Fact for Joseph J. Euteneuer 10/01/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 64,599 Restricted Stock Units ("RSUs" or "Units") on September 29, 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 September 29, 2018, the first 33% of these RSUs vested, resulting in the issuance of 21,317 shares of Mattel, Inc. Common Stock. ( 2 )Pursuant to the terms of the September 29, 2017 RSU grant, 10,569 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. ( 3 )As reported on a Form 4 dated September 29, 2017 and filed on October 3, 2017, the Reporting Person received a grant of 58,140 RSUs on September 29, 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 September 29, 2018, the first 33% of these RSUs vested, resulting in the issuance of 19,186 shares of Mattel, Inc. Common Stock. ( 4 )Pursuant to the terms of the September 29, 2017 RSU grant, 6,635 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding. ( 5 )Pursuant to the terms of the September 29, 2017 RSU grant, 7,254 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

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