MATTEL INC /DE/ — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-05-22

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-22	Common Stock	M	25000	$17.58	Acquired	25000	Direct
2014-05-22	Common Stock	S	25000	$38.5525	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-22	Employee Stock Option - Right to Buy	$17.58	M	25000	Disposed	2019-07-31	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27399	Indirect
Common Stock	8157	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $38.52 to $38.585. 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 Kaye Living Trust, dated March 31, 1992.

F3: As of May 22, 2014 the reporting person had a balance of $315,350.32 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.