MATTEL INC /DE/ — Director's Dealing 2011

Nov 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-11-20

Reporting Person: KILPIN TIMOTHY J. (EVP Mattel Brands El Segundo)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-20	Common stock	M	17513	—	Acquired	62883	Direct
2011-11-20	Common stock	F	8176	$28.39	Disposed	54707	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-20	Restricted Stock Units	$	M	17513	Disposed		Common stock (17513)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2968	Indirect

Footnotes

F1: As reported on a Form 3 dated February 4, 2011 and filed on February 11, 2011, the reporting person received a grant of 35,026 RSUs on November 20, 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 November 20, 2011, the final 50% of these RSUs vested, resulting in the issuance of 17,513 shares of Mattel common stock.

F2: Pursuant to the terms of the November 20, 2008 RSU grant, 8,176 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As of November 18, 2011, the reporting person had a balance of $84,248.32 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.