MATTEL INC /DE/ — Director's Dealing 2012

Aug 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-07-31

Reporting Person: SADIGH MANDANA (SVP Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-31	Common Stock	M	3868	—	Acquired	28742	Indirect
2012-07-31	Common Stock	F	1806	$35.17	Disposed	26936	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-31	Restricted Stock Units	$	M	3868	Disposed		Common Stock (3868)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2392	Indirect

Footnotes

F1: As reported on a Form 3 dated November 1, 2010 and filed on November 9, 2010, the reporting person received a grant of 7,736 Restricted Stock Units ("RSUs" or "Units") on July 31, 2009. 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 July 31, 2012, the final 50% of these RSUs vested, resulting in the issuance of 3,868 shares of Mattel common stock.

F2: Pursuant to the terms of the July 31, 2009 RSU grant, 1,806 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: The Ahmadi Family Trust, dated January 29, 1999.

F4: As of July 31, 2012, the reporting person had a balance of $84,140.77 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.