MATTEL INC /DE/ — Director's Dealing 2014

Sep 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-09-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-04	Common Stock	M	2144	—	Acquired	14290	Direct
2014-09-04	Common Stock	F	813	$34.93	Disposed	13477	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-04	Restricted Stock Units	$	M	2144	Disposed		Common Stock (2144)	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 4,289 Restricted Stock Units (the "RSUs" or the "Units") on September 4, 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. 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 September 4, 2014, the first 50% of these RSUs vested, resulting in the issuance of 2,144 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the September 4, 2012 RSU grant, 813 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.