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: ALLMARK DAVID (EVP Fisher-Price Brands)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-31	Common stock	M	2915	—	Acquired	13030	Direct
2011-07-31	Common stock	F	1487	$26.66	Disposed	11543	Direct
2011-08-01	Common stock	M	2503	—	Acquired	14046	Direct
2011-08-01	Common stock	F	1277	$26.375	Disposed	12769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-31	Restricted Stock Units	$	M	2915	Disposed		Common stock (2915)	Direct
2011-08-01	Restricted Stock Units	$	M	2503	Disposed		Common stock (2503)	Direct
2011-08-01	Stock option - right to buy	$26.375	A	42662	Acquired	2021-08-01	Common stock (42662)	Direct
2011-08-01	Restricted Stock Units	$	A	9479	Acquired		Common stock (9479)	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 5,830 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 2,915 shares of Mattel common stock.

F2: Pursuant to the terms of the July 31, 2009 RSU grant,1,487 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 3 dated February 4, 2011 and filed on February 11, 2011, the reporting person received a grant of 5,005 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 2,503 shares of Mattel common stock.

F4: Pursuant to the terms of the August 1, 2008 RSU grant, 1,277 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F5: 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.

F6: 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.

F7: 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.