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MATTEL INC /DE/ Director's Dealing 2014

Feb 3, 2014

30976_dirs_2014-02-03_038fbade-f04a-44b8-9d51-12b4f98bee88.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: 2014-01-30

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-30 Common stock A 52568 Acquired 52568 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 28332 Indirect
Common stock 7992 Indirect

Footnotes

F1: Restricted stock units for 52,568 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.

F2: The Kaye Living Trust, dated March 31, 1992.

F3: As of January 30, 2014, the reporting person had a balance of $343,748.47 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.