MATTEL INC /DE/ — Director's Dealing 2014

Dec 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-07-13

Reporting Person: Van de Put Dirk (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-13	Common Stock	S	175	$31.2902	Disposed	0	Direct
2014-12-01	Common Stock	M	3481	—	Acquired	3481	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Restricted Stock Units	$	M	3481	Disposed		Common Stock (3481)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $31.28921 to $31.29143. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transactions were effected.

F2: As reported on Form 4 dated December 1, 2011 and filed on December 5, 2011, the reporting person received a grant of 3,481 Restricted Stock Units ("RSUs") on December 1, 2011. The RSUs were fully vested on the one year anniversary of the grant date and are settled on the third anniversary of the grant date. On December 1, 2014, 100% of these RSUs were settled, resulting in the issuance of 3,481 shares of Mattel, Inc. common stock.