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: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-31	Common Stock	M	11377	—	Acquired	119372	Direct
2012-07-31	Common Stock	F	5311	$35.17	Disposed	114061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-31	Restricted Stock Units	$	M	11377	Disposed		Common Stock (11377)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13648	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2009 and filed on August 4, 2009, the reporting person received a grant of 22,753 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 11,377 shares of Mattel common stock.

F2: Pursuant to the terms of the July 31, 2009 RSU grant, 5,311 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As of July 31, 2012, the reporting person had a balance of $480,015.88 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.