MATTEL INC /DE/ — Director's Dealing 2014

May 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-05-16

Reporting Person: RICH ANDREA L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-16	Restricted Stock Units	$	A	3341	Acquired		Common Stock (3341)	Direct

Footnotes

F1: The Restricted Stock Units ("RSUs") were granted on May 16, 2014, pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.

F2: The RSUs will vest in four equal installments, as follows: (i) 25% on August 16, 2014, (ii) 25% on November 16, 2014, (iii) 25% on February 16, 2015 and (iv) 25% on the earlier of May 16, 2015 or the day before the first annual meeting of Mattel, Inc.'s stockholders that occurs after the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of 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 settlement date).