MATTEL INC /DE/ — Director's Dealing 2014

Feb 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2014-01-30

Reporting Person: McKenzie Jean A. (EVP & President American Girl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-30	Common stock	A	14785	—	Acquired	15770	Direct

Footnotes

F1: Restricted stock units for 14,785 shares of the Issuer's common stock were earned on January 30, 2014, based on satisfaction of meeting certain performance criteria for the period January 1, 2011 through December 31, 2013, and will vest and settle in shares of the Issuer's common stock on a one-for-one basis, subject to tax withholding, if the reporting person continues to be employed through the vesting and settlement date, which shall be within 15 business days following January 30, 2014.