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MATTEL INC /DE/ Director's Dealing 2012

Aug 16, 2012

30976_dirs_2012-08-16_36e04391-edf3-43b8-9094-2441ac62fc81.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: 2012-08-15

Reporting Person: DEBROWSKI THOMAS (EVP Worldwide Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-08-15 Common Stock M 100000 $16.96 Acquired 164641 Direct
2012-08-15 Common Stock S 100000 $35.5243 Disposed 64641 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-08-15 Employee Stock Option - Right to Buy $16.96 M 100000 Disposed 2014-04-30 Common Stock (100000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6135 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $35.455 to $35.63. 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 August 15, 2012 the reporting person had a balance of $217,900.04 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.