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Director's Dealing 2014

Feb 6, 2014

30976_dirs_2014-02-06_90d0cb3f-fe82-4737-bc51-f953070fa566.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: 2014-02-05

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common stock	F	23501	$36.46	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	57399	Indirect
Common stock	8012	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: The Kaye Living Trust, dated March 31, 1992.

F3: As of February 5, 2014, the reporting person had a balance of $292,120.07 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.