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MATTEL INC /DE/ Director's Dealing 2012

Feb 13, 2012

30976_dirs_2012-02-13_99c9ad14-0565-4c90-8e44-de86a6f1e3f6.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: 2012-02-10

Reporting Person: SADIGH MANDANA (SVP Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-10 Common Stock M 15000 $16.96 Acquired 15000 Direct
2012-02-10 Common Stock S 15000 $32.0846 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-10 Employee Stock Option - Right to Buy $16.96 M 15000 Disposed 2014-04-30 Common Stock (15000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 24874 Indirect
Common Stock 2347 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $32.02 to $32.105. 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 10, 2012, the reporting person had a balance of $75,471.43 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.