MATTEL INC /DE/ — Director's Dealing 2014

Apr 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-04-29

Reporting Person: RICH ANDREA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-29	Common Stock	M	12000	$17.24	Acquired	28106	Direct
2014-04-29	Common Stock	S	12000	$38.6633	Disposed	16106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-29	Stock Option - Right to Buy	$17.24	M	12000	Disposed	2014-05-13	Common Stock (12000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $38.605 to $38.68. 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.