MATTEL INC /DE/ — Director's Dealing 2010

May 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2010-05-11

Reporting Person: SARGENT RONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-11	Common stock	M	1000	—	Acquired	30356	Direct
2010-05-11	Common stock	M	1000	—	Acquired	31356	Direct
2010-05-12	Common stock	A	4319	$23.15	Acquired	35675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-11	Restricted Stock Units	$	M	1000	Disposed		Common stock (1000)	Direct
2010-05-11	Restricted Stock Units	$	M	1000	Disposed		Common stock (1000)	Direct
2010-05-12	Restricted Stock Units	$	A	4320	Acquired		Common stock (4320)	Direct

Footnotes

F1: As reported on a Form 4 dated May 18, 2007 and filed on May 22, 2007, the reporting person received a grant of 2,000 Restricted Stock Units ("RSUs") on May 18, 2007. On May 11, 2010, 50% of these RSUs vested, resulting in the issuance of 1,000 shares of Mattel common stock.

F2: As reported on a Form 4 dated May 29, 2008 and filed on June 2, 2008, the reporting person received a grant of 2,000 RSUs on May 29, 2008. On May 11, 2010, 50% of these RSUs vested, resulting in the issuance of 1,000 shares of Mattel common stock.

F3: This grant of shares of Common Stock was made pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan") in lieu of an amount of cash compensation that the reporting person otherwise would have received for service on the Mattel, Inc. Board of Directors, payable on May 12, 2010. The reporting person elected in advance to receive such amount in shares of Common Stock in lieu of cash.

F4: The RSUs were granted on May 12, 2010, pursuant to the 2010 Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by divident equivalent rights.

F5: The RSUs will vest in four equal installments, as follows: (i) 25% on August 12, 2010, (ii) 25% on November 12, 2010, (iii) 25% on February 12, 2011 and (iv) 25% on the earlier of May 12, 2011 or the day before the first annual meeting of Mattel's stockholders that occurs after the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of 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 settlement date).