MATTEL INC /DE/ — Director's Dealing 2010

Jan 29, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2009-12-31

Reporting Person: Massingberd Geoff (SVP, Corporate Responsibility)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-25	Common stock	M	5000	—	Acquired	10735	Direct
2009-09-25	Common stock	F	1788	$17.96	Disposed	8947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-25	Restricted Stock Units	$	M	5000	Disposed		Common stock (5000)	Direct

Footnotes

F1: As reported on a Form 4 dated September 25, 2007 and filed on September 26, 2007, the reporting person received a grant of 10,000 Restricted Stock Units ("RSUs" or "Units") on September 25, 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 September 25, 2009, the first 50% of these RSUs vested, resulting in the issuance of 5,000 shares of Mattel common stock.

F2: Pursuant to the terms of the September 25, 2007 RSU grant, 1,788 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.