MATTEL INC /DE/ — Director's Dealing 2011

Apr 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-04-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-20	Common stock	M	7600	$17.94	Acquired	49167	Direct
2011-04-20	Common stock	S	7600	$27.00	Disposed	41567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-20	Employee Stock Option - Right to Buy	$17.94	M	7600	Disposed	2016-08-01	Common stock (7600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2926	Indirect

Footnotes

F1: As of April 20, 2011, the reporting person had a balance of $78,758 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.