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MATTEL INC /DE/ Director's Dealing 2012

Feb 17, 2012

30976_dirs_2012-02-17_6d3e199f-4782-4aad-a04c-3d87c9ca6120.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-02-16

Reporting Person: TOPHAM HERBERT SCOTT (SVP and Corporate Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-16 Common Stock M 20000 $17.94 Acquired 20000 Direct
2012-02-16 Common Stock S 20000 $32.5357 Disposed 0 Direct
2012-02-16 Common Stock M 17625 $23.58 Acquired 17625 Direct
2012-02-16 Common Stock S 17625 $32.5357 Disposed 0 Direct
2012-02-16 Common Stock M 39578 $20.48 Acquired 39578 Direct
2012-02-16 Common Stock S 39578 $32.5357 Disposed 0 Direct
2012-02-16 Common Stock M 24146 $17.58 Acquired 24146 Direct
2012-02-16 Common Stock S 24146 $32.5357 Disposed 0 Direct
2012-02-16 Common Stock M 9339 $21.50 Acquired 9339 Direct
2012-02-16 Common Stock S 9339 $32.5357 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-16 Employee Stock Option - Right to Buy $17.94 M 20000 Disposed 2016-08-01 Common Stock (20000) Direct
2012-02-16 Employee Stock Option - Right to Buy $23.58 M 17625 Disposed 2017-08-01 Common Stock (17625) Direct
2012-02-16 Employee Stock Option - Right to Buy $20.48 M 39578 Disposed 2018-08-01 Common Stock (39578) Direct
2012-02-16 Employee Stock Option - Right to Buy $17.58 M 24146 Disposed 2019-07-31 Common Stock (24146) Direct
2012-02-16 Employee Stock Option - Right to Buy $21.50 M 9339 Disposed 2020-08-02 Common Stock (9339) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1079 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.50 to $32.6025. 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 16, 2012, the reporting person had a balance of $35,175.66 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.