MATTEL INC /DE/ — Director's Dealing 2014

Oct 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-10-03

Reporting Person: McKenzie Jean A. (EVP American Girl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-03	Common Stock	M	1496	—	Acquired	14973	Direct
2014-10-03	Common Stock	F	744	$31.775	Disposed	14229	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-03	Restricted Stock Units	$	M	1496	Disposed		Common Stock (1496)	Direct

Footnotes

F1: As reported on a Form 3 dated January 1, 2013 and filed on January 3, 2013, the reporting person received a grant of 2,992 Restricted Stock Units ("RSUs" or "Units") on October 3, 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, 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 October 3, 2014, the remaining 50% of these RSUs vested, resulting in the issuance of 1,496 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the October 3, 2011 RSU grant, 744 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.