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MATTEL INC /DE/ Director's Dealing 2011

May 26, 2011

30976_dirs_2011-05-26_50f55836-8624-4082-aaa2-2838098161fe.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: 2011-05-25

Reporting Person: KAYE ALAN (EVP & Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-25 Common stock M 62657 $20.04 Acquired 62657 Direct
2011-05-25 Common stock S 62657 $26.431 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-25 Employee Stock Option - Right to Buy $20.04 M 62657 Disposed 2012-05-22 Common stock (62657) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 18800 Indirect
Common stock 7402 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $26.35 to $26.52. 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 Kaye Living Trust, dated March 31, 1992

F3: As of May 25, 2011, the reporting person had a balance of $195,110 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.