MATTEL INC /DE/ — Director's Dealing 2014

May 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-05-13

Reporting Person: DOLAN MICHAEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Common Stock	M	3766	$39.74	Acquired	74291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-13	Restricted Stock Units	$	M	3766	Disposed		Common Stock (3766)	Direct

Footnotes

F1: As reported on a Form 4 dated May 12, 2011 and filed on May 16, 2011, the reporting person received a grant of 3,766 Restricted Stock Units ("RSUs") on May 13, 2011. The RSUs were fully vested on the one year anniversary of the grant date and are settled on the third anniversary of the grant date. On May 13, 2014, 100% of these RSUs were settled, resulting in the issuance of 3,766 shares of Mattel common stock.