MATTEL INC /DE/ — Director's Dealing 2012

Dec 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-12-24

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-24	Common Stock	M	20000	$17.94	Acquired	20000	Direct
2012-12-24	Common Stock	S	20000	$36.95	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-24	Employee Stock Option - Right to Buy	$17.94	M	20000	Disposed	2016-08-01	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32044	Indirect
Common Stock	7758	Indirect

Footnotes

F1: The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F2: The sale occured pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F3: The Kaye Living Trust, dated March 31, 1992.

F4: As of December 24, 2012, the reporting person had a balance of $283,960.19 in the Mattel Stock Fund of Mattel's 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.