SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EUTENEUER JOSEPH J (Last) (First) (Middle) 333 CONTINENTAL BOULEVARD (Street) EL SEGUNDO CA 90245 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	(1)	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	(3)	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	(3)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

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.

Remarks:

	/s/ Tiffani Magri as Attorney-in-Fact for Joseph J. Euteneuer	10/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.