MATTEL INC /DE/ — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-05-12

Reporting Person: FERGUSSON FRANCES D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-12	Common stock	M	1000	—	Acquired	6500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-12	Restricted Stock Units	$	M	1000	Disposed		Common stock (1000)	Direct
2011-05-13	Restricted Stock Units	$	A	3766	Acquired		Common stock (3766)	Direct

Footnotes

F1: As reported on a Form 4 dated May 29, 2008 and filed on June 2, 2008, the reporting person received a grant of 2,000 Restricted Stock Units ("RSUs") on May 29, 2008. On May 12, 2011, 50% of these RSUs vested, resulting in the issuance of 1,000 shares of Mattel common stock.

F2: The RSUs were granted on May 13, 2011, pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.

F3: The RSUs will vest in four equal installments, as follows: (i) 25% on August 13, 2011, (ii) 25% on November 13, 2011, (iii) 25% on February 13, 2012 and (iv) 25% on the earlier of May 13, 2012 or the day before the first annual meeting of Mattel's stockholders that occurs after the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the settlement date).