MAT Mattel Inc

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 * Dickson Richard	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) Pres & Chief Operating Officer
(Last)          (First)          (Middle) 333 CONTINENTAL BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 1/31/2020
(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	1/31/2020		M		32431	A	(1)	171201	D
Common Stock	1/31/2020		F		17116 (2)	D	$14.63	154085	D
Common Stock								3565 (3)	I	In 401(k)

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)	1/31/2020		M			32431	(1)	(1)	Common Stock	32431.0	$0	0	D

Explanation of Responses:
(1)	As reported on a Form 4 dated January 31, 2017 and filed on February 2, 2017, the Reporting Person received a grant of 95,383 Restricted Stock Units ("RSUs" or "Units") on January 31, 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 January 31, 2020, the final 34% of these RSUs vested, resulting in the issuance of 32,431 shares of Mattel, Inc. Common Stock.
(2)	Pursuant to the terms of the January 31, 2017 RSU grant, 17,116 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
(3)	As of January 31, 2020, the Reporting Person had a balance of $52,152.03 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dickson Richard 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA 90245			Pres & Chief Operating Officer

Signatures
/s/ Robert Efthimos, Attorney-in-Fact for Richard Dickson		2/3/2020
**Signature of Reporting Person		Date