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MATTEL INC /DE/ Director's Dealing 2014

May 12, 2014

30976_dirs_2014-05-12_a80de222-bc60-439d-909f-9cd542365132.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-05-09

Reporting Person: KILPIN TIMOTHY J. (EVP Global Brands Team - B&G)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-09 Common Stock M 11405 $21.50 Acquired 86564 Direct
2014-05-09 Common Stock S 11405 $39.4711 Disposed 75159 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-09 Employee Stock Option - Right to Buy $21.50 M 11405 Disposed 2020-08-02 Common Stock (11405) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3221 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $39.47 to $39.475. 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: As of May 9, 2014, the reporting person had a balance of $126,986.61 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.