MATTEL INC /DE/ — Director's Dealing 2012

Feb 8, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-02-06

Reporting Person: Pean Jean-Christophe (EVP North America)

Holdings (Non-Derivative)

Security	Shares	Ownership
No securities beneficially owned	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option - right to buy - Granted 7/31/09	$17.58	2019-07-31	Common Stock (8293)		Direct
Restricted stock units - Granted 7/31/09	$		Common Stock (2560)		Direct
Stock Option - right to buy - Granted 8/2/2010	$21.50	2020-08-02	Common stock (12642)		Direct
Restricted stock units - Granted 8/2/2010	$		Common stock (4186)		Direct
Stock option - right to buy - Granted 8/1/2011	$26.375	2021-08-01	Common Stock (19198)		Direct
Restricted stock units - Granted 8/1/2011	$		Common Stock (4265)		Direct

Footnotes

F1: The option was granted pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.

F2: The Restricted Stock Units (the "RSUs" or the "Units") vest as to 50% of the Units granted on the second anniversary of the date of grant and as to the remaining 50% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding.

F3: The RSUs were granted pursuant the 2005 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.

F4: The option was granted pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.

F5: The RSUs were granted pursuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights.