MATTEL INC /DE/ — Director's Dealing 2014

Jun 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-05-30

Reporting Person: SADIGH MANDANA (SVP & Corporate Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-30	Common Stock	M	9214	$17.58	Acquired	9214	Direct
2014-05-30	Common Stock	S	9214	$38.7699	Disposed	0	Direct
2014-05-30	Common Stock	M	7338	$21.50	Acquired	7338	Direct
2014-05-30	Common Stock	S	7338	$38.7699	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-30	Employee Stock Option - Right to Buy	$17.58	M	9214	Disposed	2019-07-31	Common Stock (9214)	Direct
2014-05-30	Employee Stock Option - Right to Buy	$21.50	M	7338	Disposed	2020-08-02	Common Stock (7338)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43554	Indirect
Common Stock	2555	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $38.751 to $38.794. 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: The Ahmadi Family Trust, dated January 29, 1999.

F3: As of May 30, 2014 the reporting person had a balance of $99,201.51 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.