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: FRIEDMAN NEIL (President, Mattel Brands)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-01	Common stock	M	25000	—	Acquired	95461	Direct
2010-08-01	Common stock	F	11596	$21.16	Disposed	83865	Direct
2010-08-01	Common stock	M	20345	—	Acquired	104210	Direct
2010-08-01	Common stock	F	9437	$21.16	Disposed	94773	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-01	Restricted Stock Units	$	M	25000	Disposed		Common stock (25000)	Direct
2010-08-01	Restricted Stock Units	$	M	20345	Disposed		Common stock (20345)	Direct
2010-08-02	Stock option - right to buy	$21.50	A	174703	Acquired	2020-08-02	Common stock (174703)	Direct
2010-08-02	Restricted Stock Units	$	A	38760	Acquired		Common stock (38760)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	3780	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 50,000 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 25,000 shares of Mattel common stock.

F2: Pursuant to the terms of the August 1, 2007 RSU grant, 11,596 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated August 1, 2008 and filed on August 5, 2008, the reporting person received a grant of 40,690 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 20,345 shares of Mattel common stock.

F4: Pursuant to the terms of the August 1, 2008 RSU grant, 9,437 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F5: As of August 2, 2010, the reporting person had a balance of $81,264 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.

F6: 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.

F7: 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.

F8: 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.