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MATTEL INC /DE/ Director's Dealing 2011

Feb 3, 2011

30976_dirs_2011-02-03_1ff6d209-6f97-431f-8116-54dd9e9abf6b.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: 2011-02-01

Reporting Person: FRIEDMAN NEIL (President Mattel Brands)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-01 Common stock A 210438 Acquired 305211 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 3892 Indirect

Footnotes

F1: Restricted stock units for 210,438 shares of the Issuer's common stock were earned on February 1, 2011, based on satisfaction of meeting certain performance criteria for the period January 1, 2008 through December 31, 2010, and will vest and settle in shares of the Issuer's common stock on a one-for-one basis, subject to tax withholding, if the reporting person continues to be employed through the vesting and settlement date, which shall be within 15 business days following February 1, 2011.

F2: As of February 2, 2011, the reporting person had a balance of $94,851 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.