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: SADIGH MANDANA (SVP Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	10000	$16.96	Acquired	10000	Direct
2012-02-28	Common Stock	S	10000	$32.4985	Disposed	0	Direct
2012-02-28	Common Stock	M	30000	$18.71	Acquired	30000	Direct
2012-02-28	Common Stock	S	30000	$32.4985	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Option - Right to Buy	$16.96	M	10000	Disposed	2014-04-30	Common Stock (10000)	Direct
2012-02-28	Employee Stock Option - Right to Buy	$18.71	M	30000	Disposed	2015-08-01	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24874	Indirect
Common Stock	2369	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.40 to $32.60. 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: The Ahmadi Family Trust, dated January 29, 1999.

F3: As of February 28, 2012, the reporting person had a balance of $77,203.93 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.