MATTEL INC /DE/ — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-03-14

Reporting Person: EDWARDS TREVOR A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-14	Restricted Stock Units	$	A	748	Acquired		Common Stock (748)	Direct

Footnotes

F1: The Restricted Stock Units (the "RSUs" or the "Units") were granted on March 14, 2012 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan. Each Unit 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.

F2: The RSUs will vest in four equal installments, as follows: (i) 25 % on June 14, 2012, (ii) 25% on September 14, 2012, (iii) 25% on December 14, 2012, and (iv) 25% on March 14, 2013. 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).