Sec Form 4 Filing - Isaias Roberto J @ MATTEL INC /DE/ - 2019-08-01

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 Isaias Roberto 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) EVP & Chief Supply Chain Offr (Last) (First) (Middle) 333 CONTINENTAL BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2019 (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 08/01/2019 M 1,559 A 4,029 D Common Stock 08/01/2019 M 6,694 A 10,723 D Common Stock 08/01/2019 M 7,946 A 18,669 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. 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 Exercisable Expira tion Date Title Amount or Number of Shares Restricted Stock Units - Granted 08/01/2016 ( 1 ) 08/01/2019 M 1,559 ( 1 ) ( 1 ) Common Stock 1,559 $ 0 0 D Restricted Stock Units - Granted 08/01/2017 ( 2 ) 08/01/2019 M 6,694 ( 2 ) ( 2 ) Common Stock 6,694 $ 0 6,897 D Restricted Stock Units - Granted 08/01/2018 ( 3 ) 08/01/2019 M 7,946 ( 3 ) ( 3 ) Common Stock 7,946 $ 0 16,135 D Restricted Stock Units ( 4 ) 08/01/2019 A 28,974 ( 5 ) ( 5 ) Common Stock 28,974 $ 0 28,974 D Employee Stock Option - Right to Buy $ 13.59 08/01/2019 A 25,685 ( 6 ) 08/01/2029 Common Stock 25,685 $ 0 25,685 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Isaias Roberto J 333 CONTINENTAL BLVD. EL SEGUNDO, CA90245 EVP & Chief Supply Chain Offr Signatures /s/ Tiffani Magri, Attorney-in-Fact for Roberto J. Isaias 08/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 4,584 Restricted Stock Units ("RSUs" or "Units") on August 1, 2016. The RSUs vested 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 received one share of Mattel, Inc. Common Stock, subject to tax withholding. On August 1, 2019, the final 34% of these RSUs vested, resulting in the issuance of 1,559 shares of Mattel, Inc. Common Stock. ( 2 )As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 20,284 RSUs on August 1, 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, subject to tax withholding. On August 1, 2019, the second 33% of these RSUs vested, resulting in the issuance of 6,694 shares of Mattel, Inc. Common Stock. ( 3 )As reported on a Form 3 dated February 18, 2019 and filed on February 28, 2019, the Reporting Person received a grant of 24,081 RSUs on August 1, 2018. 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, subject to tax withholding. On August 1, 2019, the first 33% of these RSUs vested, resulting in the issuance of 7,946 shares of Mattel, Inc. Common Stock. ( 4 )The RSUs were granted on August 1, 2019 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). Each Unit represents a contingent right to 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 such share). ( 5 )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. ( 6 )The option was granted on August 1, 2019 pursuant to the Plan. The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.

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