MATTEL INC /DE/ — Director's Dealing 2011

Oct 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-10-25

Reporting Person: TOPHAM HERBERT SCOTT (SVP and Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-25	Common stock	S	27372	$28.076	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1074	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $28.05 to $28.11. 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: As of October 25, 2011, the reporting person had a balance of $30,008.12 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.