MATTEL INC /DE/ — Director's Dealing 2014

Jan 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2013-12-30

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-30	Common Stock	M	25000	$23.58	Acquired	53332	Direct
2013-12-30	Common Stock	S	25000	$47.51	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-30	Employee Stock Option - Right to Buy	$23.58	M	25000	Disposed	2017-08-01	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28332	Indirect
Common Stock	7980	Indirect

Footnotes

F1: The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F2: The sale occured pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F3: The Kaye Living Trust, dated March 31, 1992.

F4: As of December 30, 2013 the reporting person had a balance of $381,585.07 in the Mattel Stock Fund of Mattel's 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.