MATTEL INC /DE/ — Director's Dealing 2012

Feb 24, 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: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	M	37500	$16.96	Acquired	37500	Direct
2012-02-23	Common Stock	S	37500	$32.3721	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Employee Stock Option - Right to Buy	$16.96	M	37500	Disposed	2014-04-30	Common Stock (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26314	Indirect
Common Stock	7564	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.35 to $32.40. 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 Kaye Living Trust, dated March 31, 1992

F3: As of February 23, 2012, the reporting person had a balance of $244,406.76 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.