Sec Form 4 Filing - Pean Jean-Christophe @ MATTEL INC /DE/ - 2014-08-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pean Jean-Christophe 2. Issuer Name and Ticker or Trading Symbol MATTEL INC /DE/ [ MAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP North America (Last) (First) (Middle) MATTEL, INC., 333 CONTINENTAL BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2014 (Street) EL SEGUNDO, CA90245 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/01/2014 M 2,133 A 18,629 D Common Stock 08/01/2014 F 1,078 ( 2 ) D $ 35.25 17,551 D Common Stock 08/01/2014 M 4,315 A 21,866 D Common Stock 08/01/2014 F 2,252 ( 4 ) D $ 35.25 19,614 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/01/2014 M 2,133 ( 1 ) ( 1 ) Common Stock 2,133 $ 0 0 D Restricted Stock Units ( 3 ) 08/01/2014 M 4,315 ( 3 ) ( 3 ) Common Stock 4,315 $ 0 4,316 D Employee Stock Option - Right to Buy $ 35.25 08/01/2014 A 89,286 ( 5 ) 08/01/2024 Common Stock 89,286 $ 0 89,286 D Restricted Stock Units ( 6 ) 08/01/2014 A 11,348 ( 7 ) ( 7 ) Common Stock 11,348 $ 0 11,348 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pean Jean-Christophe MATTEL, INC. 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA90245 EVP North America Signatures /s/ Julie Kwok, Attorney-in-Fact for Jean-Christophe Pean 08/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on a Form 3 dated February 6, 2012 and filed on February 8, 2012, the reporting person received a grant of 4,265 Restricted Stock Units ("RSUs" or "Units") on August 1, 2011. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2014, the remaining 50% of these RSUs vested, resulting in the issuance of 2,133 shares of Mattel, Inc. common stock. ( 2 )Pursuant to the terms of the August 1, 2011 RSU grant, 1,078 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding. ( 3 )As reported on a Form 4 dated August 1, 2012 and filed on August 3, 2012, the reporting person received a grant of 8,631 RSUs on August 1, 2012. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2014, the first 50% of these RSUs vested, resulting in the issuance of 4,315 shares of Mattel, Inc. common stock. ( 4 )Pursuant to the terms of the August 1, 2012 RSU grant, 2,252 shares of Mattel, Inc. common stock were automatically withheld at vesting to cover required tax withholding. ( 5 )The option was granted on August 1, 2014 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant. ( 6 )The RSUs were granted on August 1, 2014 pursuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights. ( 7 )The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each unit vesting on such date, the reporting person will receive one share of Mattel, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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