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MATTEL INC /DE/ Director's Dealing 2012

Apr 3, 2012

30976_dirs_2012-04-03_dd0f943a-88fe-4a02-a232-7f54fd42ceca.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-04-02

Reporting Person: BROTHERS ELLEN L (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-02 Common Stock M 25000 $19.43 Acquired 58413 Direct
2012-04-02 Common Stock S 25000 $34.0521 Disposed 33413 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-02 Employee Stock Option - Right to Buy $19.43 M 25000 Disposed 2013-07-31 Common Stock (25000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9437 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: This transaction was executed in multiple trades at prices ranging from $33.62 to $34.21. 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.

F4: As of April 2, 2012, the reporting person had a balance of $322,092.92 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.