MATTEL INC /DE/ — Director's Dealing 2012

Jul 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-07-17

Reporting Person: NORMILE ROBERT (EVP Chief Legal Officer & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-17	Common Stock	M	24300	$19.43	Acquired	54085	Direct
2012-07-17	Common Stock	S	11800	$33.47	Disposed	42285	Direct
2012-07-17	Common Stock	S	12500	$34.55	Disposed	29785	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-17	Employee Stock Option - Right to Buy	$19.43	M	24300	Disposed	2013-07-31	Common Stock (24300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12035	Indirect

Footnotes

F1: The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F2: The sale occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F3: As of July 17, 2012 the reporting person had a balance of $409,801.37 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.