MATTEL INC /DE/ — Director's Dealing 2011

Oct 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-10-27

Reporting Person: SADIGH MANDANA (SVP Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-27	Common Stock	M	20000	$19.43	Acquired	20000	Direct
2011-10-27	Common Stock	S	20000	$29.2537	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-27	Employee Stock Option - Right to Buy	$19.43	M	20000	Disposed	2013-07-31	Comon Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	24874	Indirect
Common stock	2333	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $29.25 to $29.31. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2: The Ahmadi Family Trust, dated January 29, 1999.

F3: As of October 27, 2011, the reporting person had a balance of $68,098.96 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The assets in the Mattel Stock Fund include cash amounts as well as shares of Mattel common stock. The number of shares has been calculated by the plan administrator for the PIP.