MATTEL INC /DE/ — Director's Dealing 2012

Oct 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-10-18

Reporting Person: TOPHAM HERBERT SCOTT (SVP and Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-18	Common Stock	M	12439	$17.58	Acquired	16159	Direct
2012-10-18	Common Stock	S	12439	$37.6624	Disposed	3720	Direct
2012-10-18	Common Stock	M	9340	$21.50	Acquired	13060	Direct
2012-10-18	Common Stock	S	9340	$37.6624	Disposed	3720	Direct
2012-10-18	Common Stock	S	3720	$37.6624	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-18	Employee Stock Option - Rght to Buy	$17.58	M	12439	Disposed	2019-07-31	Common Stock (12439)	Direct
2012-10-18	Employee Stock Option - Rght to Buy	$21.50	M	9340	Disposed	2020-08-02	Common Stock (9340)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1108	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $37.64 to $37.70. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transactions were effected.

F2: As of October 18, 2012, the reporting person had a balance of $41,881.11 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.