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MATTEL INC /DE/ Director's Dealing 2011

Jun 1, 2011

30976_dirs_2011-06-01_d16c5c77-56d3-4687-9006-f39dfe8cf723.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-05-31

Reporting Person: NORMILE ROBERT (EVP Chief Legal Officer & Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-31 Common stock M 75000 $20.04 Acquired 126539 Direct
2011-05-31 Common stock S 75000 $26.2188 Disposed 51539 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-31 Employee Stock Option - Right to Buy $20.04 M 75000 Disposed 2012-05-22 Common stock (75000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 11654 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $26.20 to $26.26. 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 May 31, 2011, the reporting person had a balance of $307,607 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.