MATTEL INC /DE/ — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-02-21

Reporting Person: ALLMARK DAVID (EVP Fisher-Price Brands)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	20000	$18.71	Acquired	32769	Direct
2012-02-21	Common Stock	S	20000	$32.2131	Disposed	12769	Direct
2012-02-21	Common Stock	M	15000	$17.94	Acquired	27769	Direct
2012-02-21	Common Stock	S	15000	$32.2131	Disposed	12769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Employee Stock Option - Right to Buy	$18.71	M	20000	Disposed	2015-08-01	Common Stock (20000)	Direct
2012-02-21	Employee Stock Option - Right to Buy	$17.94	M	15000	Disposed	2016-08-01	Common Stock (15000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.17 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.