MATTEL INC /DE/ — Director's Dealing 2012

Jul 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-07-26

Reporting Person: KILPIN TIMOTHY J. (EVP Global Brands Team - B&G)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-26	Common Stock	M	24146	$17.58	Acquired	78853	Direct
2012-07-26	Common Stock	S	24146	$35.0005	Disposed	54707	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-26	Employee Stock Option - Right to Buy	$17.58	M	24146	Disposed	2019-07-31	Common Stock (24146)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3047	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $35.00 to $35.01. 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 July 26, 2012, the reporting person had a balance of $105,594.89 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.