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MATTEL INC /DE/ Director's Dealing 2012

Feb 10, 2012

30976_dirs_2012-02-10_3f5ae303-06bb-433b-85f1-ab6123cb1fb2.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: 2012-02-09

Reporting Person: KAYE ALAN (EVP Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-09 Common Stock M 37500 $16.96 Acquired 37500 Direct
2012-02-09 Common Stock S 37500 $32.15 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-09 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 7494 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $31.15 to $31.16. 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 9, 2012, the reporting person had a balance of $241,241.74 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.