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MATTEL INC /DE/ Director's Dealing 2011

Apr 29, 2011

30976_dirs_2011-04-29_5d7a6a94-ad95-4b26-8772-5e90f7cf4d6a.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: 2011-04-28

Reporting Person: KILPIN TIMOTHY J. (EVP Mattel Brands El Segundo)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-04-28 Common stock M 12400 $17.94 Acquired 53967 Direct
2011-04-28 Common stock S 12400 $27.0003 Disposed 41567 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-04-28 Employee Stock Option - Right to Buy $17.94 M 12400 Disposed 2016-08-01 Common stock (12400) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 2925 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $27.00 to $27.01. 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 April 28, 2011, the reporting person had a balance of $79,119 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.