MATTEL INC /DE/ — Director's Dealing 2014

Feb 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-02-05

Reporting Person: STOCKTON BRYAN (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common stock	F	146099	$36.46	Disposed	285458	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	7165	Indirect

Footnotes

F1: Represents shares of Mattel common stock that were automatically withheld at vesting of restricted stock units previously earned as of January 30, 2014, to cover required tax withholding.

F2: As of February 5, 2014, the reporting person had a balance of $261,230.64 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.