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 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 * 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 (Month/Day/Year) 09/30/2016 (Street) EL SEGUNDO, CA 90245 4. If Amendment, Date 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 (City) (State) (Zip) 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 09/30/2016   M   5,092 A (1) 5,092 D   Common Stock 09/30/2016   F   1,914 (2) D $ 30.28 3,178 D   Common Stock 09/30/2016   M   3,134 A (3) 6,312 D   Common Stock 09/30/2016   F   1,178 (4) D $ 30.28 5,134 D

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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 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)

09/30/2016

M

5,092

(1)

(1)

Common Stock

5,092

$ 0

10,340

D

Restricted Stock Units

(3)

09/30/2016

M

3,134

(3)

(3)

Common Stock

3,134

$ 0

6,363

D

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		10/03/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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