MATTEL INC /DE/ — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-02-28

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	11400	$19.43	Acquired	119395	Direct
2012-02-28	Common Stock	S	11400	$32.5635	Disposed	107995	Direct
2012-02-29	Common Stock	M	8600	$19.43	Acquired	116595	Direct
2012-02-29	Common Stock	S	8600	$32.6058	Disposed	107995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Option - Right to Buy	$19.43	M	11400	Disposed	2013-07-31	Common Stock (11400)	Direct
2012-02-29	Employee Stock Option - Right to Buy	$19.43	M	8600	Disposed	2013-07-31	Common Stock (8600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13515	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.55 to $32.65. 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.

F2: As of February 28, 2012, the reporting person had a balance of $440,441.92 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.

F3: This transaction was executed in multiple trades at prices ranging from $32.55 to $32.63. 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.