MATTEL INC /DE/ — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	Common Stock	M	3139	—	Acquired	5186	Direct
2012-08-02	Common Stock	F	1466	$34.56	Disposed	3720	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-01	Employee Stock Option - Rght to Buy	$34.76	A	18243	Acquired	2022-08-01	Common Stock (18243)	Direct
2012-08-01	Restricted Stock Units	$	A	3884	Acquired		Common Stock (3884)	Direct
2012-08-02	Restricted Stock Units	$	M	3139	Disposed		Common Stock (3139)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1101	Indirect

Footnotes

F1: The option was granted on August 1, 2012 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversay of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.

F2: The Restricted Stock Units ("RSUs" or "Units") were granted on August 1, 2012 pusuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights.

F3: The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding.

F4: As reported on a Form 4 dated August 1, 2010 and filed on August 3, 2010, the reporting person received a grant of 6,279 RSUs on August 2, 2010. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 2, 2012, the first 50% of these RSUs vested, resulting in the issuance of 3,139 shares of Mattel common stock.

F5: Pursuant to the terms of the August 2, 2012 RSU grant, 1,466 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F6: As of August 2, 2012, the reporting person had a balance of $38,043.52 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.