MATTEL INC /DE/ — Director's Dealing 2010

Aug 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2010-08-01

Reporting Person: KAYE ALAN (Sr. VP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-01	Common stock	M	6250	—	Acquired	9640	Indirect
2010-08-01	Common stock	F	2341	$21.16	Disposed	7299	Indirect
2010-08-01	Common stock	M	6510	—	Acquired	13809	Indirect
2010-08-01	Common stock	F	3039	$21.16	Disposed	10770	Indirect
2010-08-03	Common stock	G	8030	—	Disposed	0	Direct
2010-08-03	Common stock	G	8030	—	Acquired	18800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-01	Restricted Stock Units	$	M	6250	Disposed		Common stock (6250)	Direct
2010-08-01	Restricted Stock Units	$	M	6510	Disposed		Common stock (6510)	Direct
2010-08-02	Stock option - right to buy	$21.50	A	55905	Acquired	2020-08-02	Common stock (55905)	Direct
2010-08-02	Restricted Stock Units	$	A	12403	Acquired		Common stock (12403)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	7076	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2007 and filed on August 3, 2007, the reporting person received a grant of 12,500 Restricted Stock Units ("RSUs" or "Units") on August 1, 2007. 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 common stock (or, at the election of Mattel, 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, 2010, the final 50% of these RSUs vested, resulting in the issuance of 6,250 shares of Mattel common stock.

F2: Previously 3,390 shares were reported as directly, beneficial owned, but were contributed on January 14, 2009 to a revocable trust controlled jointly with Mr. Kaye's spouse.

F3: The Kaye Living Trust, dated March 31, 1992

F4: Pursuant to the terms of the August 1, 2007 RSU grant, 2,341 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F5: As reported on a Form 4 dated August 1, 2008 and filed on August 5, 2008, the reporting person received a grant of 13,021 RSUs on August 1, 2008. 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 common stock (or, at the election of Mattel, 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, 2010, the first 50% of these RSUs vested, resulting in the issuance of 6,510 shares of Mattel common stock.

F6: Pursuant to the terms of the August 1, 2008 RSU grant, 3,039 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F7: As of August 2, 2010 the reporting person had a balance of $152,141 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.

F8: The option was granted on August 2, 2010 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 on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.

F9: The RSUs were granted on August 2, 2010 pursuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights.

F10: 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 common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding.