MATTEL INC /DE/ — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-02-09

Reporting Person: SULLIVAN G CRAIG (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common stock	M	15000	$16.90	Acquired	22118	Direct
2011-02-09	Common stock	S	15000	$25.6511	Disposed	7118	Direct
2011-02-09	Common stock	M	5000	$15.95	Acquired	12118	Direct
2011-02-09	Common stock	S	5000	$25.6511	Disposed	7118	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Employee Stock Option - Right to Buy	$16.90	M	15000	Disposed	2011-03-01	Common stock (15000)	Direct
2011-02-09	Employee Stock Option - Right to Buy	$15.95	M	5000	Disposed	2011-05-09	Common stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	10000	Indirect
Common stock	10000	Indirect
Common stock	4600	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.63 to $25.68. 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: G. Craig Sullivan Living Trust dated September 3, 1991.

F3: Craig and Maureen Sullivan Living Trust, amended and restated May 26, 2007.

F4: Maureen O'Brien Sullivan Living Trust dated May 14, 1993.