MATTEL INC /DE/ — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-01-03

Reporting Person: STOCKTON BRYAN (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Stock	M	13511	—	Acquired	146186	Direct
2014-01-03	Common Stock	F	5216	$46.87	Disposed	140970	Direct
2014-01-04	Common Stock	M	19779	—	Acquired	160749	Direct
2014-01-04	Common Stock	F	9179	$46.87	Disposed	151570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Restricted Stock Units	$	M	13511	Disposed		Common Stock (13511)	Direct
2014-01-04	Restricted Stock Units	$	M	19779	Disposed		Common Stock (19779)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7138	Indirect

Footnotes

F1: As reported on a Form 4 dated January 3, 2012 and filed January 4, 2012, the reporting person received a grant of 27,022 Restricted Stock Units ("RSUs" or "Units") on January 3, 2012. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% 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. ("Mattel") common stock (or, at the election of Mattel, 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 January 3, 2014, the initial 50% of these RSUs vested, resulting in the issuance of 13,511 shares of Mattel common stock.

F2: Pursuant to the terms of the January 3, 2012 RSU grant, 5,216 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated January 4, 2011 and filed January 6, 2011, the reporting person received a grant of 39,557 RSUs on January 4, 2011. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% 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 common stock (or, at the election of Mattel, 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 January 4, 2014, the remaining 50% of these RSUs vested, resulting in the issuance of 19,779 shares of Mattel common stock.

F4: Pursuant to the terms of the January 4, 2011 RSU grant, 9,179 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F5: As of January 4, 2014 the reporting person had a balance of $334,546.16 in the Mattel Stock Fund of Mattel's 401(k) Personal Investiment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.