MATTEL INC /DE/ — Director's Dealing 2011

Nov 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SCHADEN CHRISTOPHER P. (EVP North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-11	Common stock	M	6133	—	Acquired	15522	Direct
2011-11-11	Common Stock	F	2859	$29.06	Disposed	12663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-11	Restricted Stock Units	$	M	6133	Disposed		Common stock (6133)	Direct

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 12,267 Restricted Stock Units ("RSUs" or "Units") on November 11, 2009. 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 11, 2011, the first 50% of these RSUs vested, resulting in the issuance of 6,133 shares of Mattel common stock.

F2: Pursuant to the terms of the November 11, 2009 RSU grant, 2,859 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.