MATTEL INC /DE/ — Director's Dealing 2011

Aug 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-07-31

Reporting Person: DEBROWSKI THOMAS (EVP, Worldwide Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-31	Common stock	M	11376	—	Acquired	64371	Direct
2011-07-31	Common stock	F	5311	$26.66	Disposed	59060	Direct
2011-08-01	Common stock	M	8545	—	Acquired	67605	Direct
2011-08-01	Common stock	F	3989	$26.375	Disposed	63616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-31	Restricted Stock Units	$	M	11376	Disposed		Common stock (11376)	Direct
2011-08-01	Restricted Stock Units	$	M	8545	Disposed		Common stock (8545)	Direct
2011-08-01	Stock option - right to buy	$26.375	A	68259	Acquired	2021-08-01	Common stock (68259)	Direct
2011-08-01	Restricted Stock Units	$	A	15166	Acquired		Common stock (15166)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	5949	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2009 and filed on August 3, 2009, the reporting person received a grant of 22,753 Restricted Stock Units ("RSUs" or "Units") on July 31, 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 July 31, 2011, the first 50% of these RSUs vested, resulting in the issuance of 11,376 shares of Mattel common stock.

F2: Pursuant to the terms of the July 31, 2009 RSU grant, 5,311 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated August 1, 2008 and filed on August 5, 2008, the reporting person received a grant of 17,090 RSUs on August 1, 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 August 1, 2011, the final 50% of these RSUs vested, resulting in the issuance of 8,545 shares of Mattel common stock.

F4: Pursuant to the terms of the August 1, 2008 RSU grant, 3,989 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F5: As of August 1, 2011, the reporting person had a balance of $156,912 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.

F6: The option was granted on August 1, 2011 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.

F7: The RSUs were granted on August 1, 2011 pursuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights.

F8: 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.