MATTEL INC /DE/ — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-02-03

Reporting Person: SINCLAIR CHRISTOPHER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-03	Common stock	M	10000	$15.95	Acquired	21982	Direct
2011-02-03	Common stock	S	10000	$25.003	Disposed	11982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-03	Employee Stock Option - Right to Buy	$15.95	M	10000	Disposed	2011-05-09	Common stock (10000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.01. 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.