MATTEL INC /DE/ — Director's Dealing 2014

Aug 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-08-01

Reporting Person: TOPHAM HERBERT SCOTT (SVP and Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-01	Common Stock	M	2559	—	Acquired	2559	Direct
2014-08-01	Common Stock	F	1336	$35.25	Disposed	1223	Direct
2014-08-01	Common Stock	M	1942	—	Acquired	3165	Direct
2014-08-01	Common Stock	F	1014	$35.25	Disposed	2151	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-01	Restricted Stock Units	$	M	2559	Disposed		Common Stock (2559)	Direct
2014-08-01	Restricted Stock Units	$	M	1942	Disposed		Common Stock (1942)	Direct
2014-08-01	Employee Stock Option - Right to Buy	$35.25	A	33482	Acquired	2024-08-01	Common Stock (33482)	Direct
2014-08-01	Restricted Stock Units	$	A	4255	Acquired		Common Stock (4255)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1176	Indirect

Footnotes

F1: As reported on a Form 4 dated July 31, 2011 and filed on August 2, 2011, the reporting person received a grant of 5,118 Restricted Stock Units ("RSUs" or "Units") on August 1, 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 August 1, 2014, the remaining 50% of these RSUs vested, resulting in the issuance of 2,559 shares of Mattel, Inc. common stock.

F2: Pursuant to the terms of the August 1, 2011 RSU grant, 1,336 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated August 1, 2012 and filed on August 3, 2012, the reporting person received a grant of 3,884 RSUs on August 1, 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 August 1, 2014, the first 50% of these RSUs vested, resulting in the issuance of 1,942 shares of Mattel, Inc. common stock.

F4: Pursuant to the terms of the August 1, 2012 RSU grant, 1,014 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding.

F5: As of August 1, 2014, the reporting person had a balance of $41,452.57 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.

F6: The option was granted on August 1, 2014 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.

F7: The RSUs were granted on August 1, 2014 pursuant to the 2010 Plan. Each Unit represents a contingent right to 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 such share). The RSUs are accompanied by dividend equivalent rights.

F8: 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.