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MATTEL INC /DE/ Director's Dealing 2012

Apr 3, 2012

30976_dirs_2012-04-03_a8f96846-2117-43f3-9a12-ddcfaeafc3f3.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: 2012-04-01

Reporting Person: ECKERT ROBERT (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-01 Common Stock F 239983 $33.66 Disposed 713410 Direct
2012-04-02 Common Stock S 274118 $34.0799 Disposed 439292 Direct

Footnotes

F1: As reported on a Form 4 filed in June 2000, the reporting person received a grant of 685,468 deferrable restricted stock units ("RSUs") on May 16, 2000 pursuant to the terms of his employment agreement. On April 1, 2012, 514,101 of those deferrable RSUs were settled, and shares were withheld to cover required tax withholding.

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.