MATTEL INC /DE/ — Director's Dealing 2012

May 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-05-10

Reporting Person: PRABHU VASANT M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-13	Common Stock	M	7087	$32.47	Acquired	17692	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-10	Restricted Stock Units	$	A	3701	Acquired		Common Stock (3701)	Direct
2012-05-13	Restricted Stock Units	$	M	7087	Disposed		Common Stock (7087)	Direct

Footnotes

F1: As reported on a Form 4 dated May 13, 2009 and filed on May 14, 2009, the Restricted Stock Units ("RSUs") were granted on May 13, 2009 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). Vested RSUs generally are settled on the third anniversary of the grant date, or May 13, 2012. On the settlement date, the reporting person received one share of Common Stock for each vested RSU held.

F2: The RSUs were granted on May 10, 2012, pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.

F3: The RSUs will vest in four equal installments, as follows: (i) 25% on August 10, 2012, (ii) 25% on November 10, 2012, (iii) 25% on February 10, 2013 and (iv) 25% on the earlier of May 10, 2013 or the day before the first annual meeting of Mattel's stockholders that occurs after the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the settlement date).