MATTEL INC /DE/ — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-11-01

Reporting Person: KILPIN TIMOTHY J. (EVP Global Brands Team - B&G)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	M	35620	$20.48	Acquired	94395	Direct
2012-11-01	Common Stock	S	35620	$37.00	Disposed	58775	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Employee Stock Option - Right to Buy	$20.48	M	35620	Disposed	2018-08-01	Common Stock (35620)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3069	Indirect

Footnotes

F1: As of November 1, 2012, the reporting person had a balance of $114,081.90 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.