MATTEL INC /DE/ — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WHITE KATHY BRITTAIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	M	12000	$22.52	Acquired	19059	Direct
2012-02-02	Common Stock	S	12000	$31.1879	Disposed	7059	Direct
2012-02-02	Common Stock	M	12000	$17.24	Acquired	19059	Direct
2012-02-02	Common Stock	S	12000	$31.1879	Disposed	7059	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Stock Option - Right to Buy	$22.52	M	12000	Disposed	2013-05-14	Common Stock (12000)	Direct
2012-02-02	Stock Option - Right to Buy	$17.24	M	12000	Disposed	2014-05-13	Common Stock (12000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $31.14 to $31.2475. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.