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MATTEL INC /DE/ Director's Dealing 2012

Feb 6, 2012

30976_dirs_2012-02-06_6914cdfb-faec-4705-9523-806d3c3c0334.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: 2012-02-03

Reporting Person: BROTHERS ELLEN L (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-03 Common Stock M 25000 $19.43 Acquired 58413 Direct
2012-02-03 Common Stock S 25000 $31.5179 Disposed 33413 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-03 Employee Stock Option - Right to Buy $19.43 M 25000 Disposed 2013-07-31 Common Stock (25000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9367 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $31.50 to $31.54. 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 3, 2012 the reporting person had a balance of $295,333.57 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.