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MATTEL INC /DE/ Director's Dealing 2014

May 2, 2014

30976_dirs_2014-05-02_162acf89-4257-4976-ba15-e66bb896960d.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: 2014-04-30

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-30 Common stock S 10000 $39.2828 Disposed 27399 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 8078 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $39.255 to $39.305. 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 April 30, 2014, the reporting person had a balance of $316,756.27 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.