MATTEL INC /DE/ — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-02-23

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	M	15000	$20.04	Acquired	122995	Direct
2012-02-23	Common Stock	S	15000	$32.2909	Disposed	107995	Direct
2012-02-24	Common Stock	M	25000	$20.04	Acquired	132995	Direct
2012-02-24	Common Stock	S	25000	$32.1984	Disposed	107995	Direct
2012-02-27	Common Stock	M	2500	$20.04	Acquired	110495	Direct
2012-02-27	Common Stock	S	2500	$32.3913	Disposed	107995	Direct
2012-02-27	Common Stock	M	35000	$19.43	Acquired	142995	Direct
2012-02-27	Common Stock	S	35000	$32.3913	Disposed	107995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Employee Stock Option - Right to Buy	$20.04	M	15000	Disposed	2012-05-22	Common Stock (15000)	Direct
2012-02-24	Employee Stock Option - Right to Buy	$20.04	M	25000	Disposed	2012-05-22	Common Stock (25000)	Direct
2012-02-27	Employee Stock Option - Right to Buy	$20.04	M	2500	Disposed	2012-05-22	Common Stock (2500)	Direct
2012-02-27	Employee Stock Option - Right to Buy	$19.43	M	35000	Disposed	2013-07-31	Common Stock (35000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13517	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.265 to $32.305. 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: This transaction was executed in multiple trades at prices ranging from $32.12 to $32.27. 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.

F3: This transaction was executed in multiple trades at prices ranging from $32.25 to $32.45. 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 February 23, 2012, the reporting person had a balance of $436,741.94 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.