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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gros Richard R 		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 HR Officer
(Last)          (First)          (Middle)

333 CONTINENTAL BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2016
(Street)

EL SEGUNDO, CA 90245
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/30/2016     M    5092   A   (1) 5092   D    
Common Stock   9/30/2016     F    1914   (2) D $30.28   3178   D    
Common Stock   9/30/2016     M    3134   A   (3) 6312   D    
Common Stock   9/30/2016     F    1178   (4) D $30.28   5134   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) 9/30/2016     M         5092      (1)   (1) Common Stock   5092.0   $0   10340   D    
Restricted Stock Units     (3) 9/30/2016     M         3134      (3)   (3) Common Stock   3134.0   $0   6363   D    

Explanation of Responses:
( 1)  As reported on a Form 4 dated September 30, 2015 and filed on October 1, 2015, the reporting person received a grant of 15,432 Restricted Stock Units ("RSUs" or "Units") on September 30, 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 September 30, 2016, the first 33% of these RSUs vested, resulting in the issuance of 5,092 shares of Mattel, Inc. Common Stock.
( 2)  Pursuant to the terms of the September 30, 2015 RSU grant, 1,914 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 30, 2015 and filed on October 1, 2015, the reporting person received a grant of 9,497 RSUs on September 30, 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 September 30, 2016, the first 33% of these RSUs vested, resulting in the issuance of 3,134 shares of Mattel, Inc. Common Stock.
( 4)  Pursuant to the terms of the September 30, 2015 RSU grant, 1,178 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gros Richard R
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CA 90245

EVP, Chief HR Officer

Signatures
/s/ Julie Kwok, Attorney-in-Fact for Richard R. Gros 10/3/2016
** 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 control number.
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