Statement of Changes in Beneficial Ownership (4)

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 ^* Thompson Amanda 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 People Officer
(Last) (First) (Middle) 333 CONTINENTAL BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 9/29/2019
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/29/2019		M		12791	A	⁽¹⁾	34508	D
Common Stock	9/29/2019		F		4424 ⁽²⁾	D	$11.255	30084	D
Common Stock	9/29/2019		M		7461	A	⁽³⁾	37545	D
Common Stock	9/29/2019		F		2581 ⁽⁴⁾	D	$11.255	34964	D
Common Stock	9/29/2019		M		7461	A	⁽³⁾	42425	D
Common Stock	9/29/2019		F		2599 ⁽⁵⁾	D	$11.255	39826	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	9/29/2019		M			12791	⁽¹⁾	⁽¹⁾	Common Stock	12791.0	$0	13179	D
Restricted Stock Units	⁽³⁾	9/29/2019		M			7461	⁽³⁾	⁽³⁾	Common Stock	7461.0	$0	7688	D
Restricted Stock Units	⁽³⁾	9/29/2019		M			7461	⁽³⁾	⁽³⁾	Common Stock	7461.0	$0	7688	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 38,760 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, subject to tax withholding. On September 29, 2019, the second 33% of these RSUs vested, resulting in the issuance of 12,791 shares of Mattel, Inc. Common Stock.
(2)	Pursuant to the terms of the September 29, 2017 RSU grant, 4,424 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 22,610 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, subject to tax withholding. On September 29, 2019, the second 33% of these RSUs vested, resulting in the issuance of 7,461 shares of Mattel, Inc. Common Stock.
(4)	Pursuant to the terms of the September 29, 2017 RSU grant, 2,581 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, 2,599 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Thompson Amanda J 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA 90245			EVP & Chief People Officer

Signatures
/s/ Robert Efthimos, Attorney-in-Fact for Amanda J. Thompson		9/30/2019
^**Signature of Reporting Person		Date

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Notícias Mattel Inc /de/

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).
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