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: 2012-02-01

Reporting Person: SINCLAIR CHRISTOPHER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	10000	$20.10	Acquired	22982	Direct
2012-02-01	Common Stock	S	10000	$31.3847	Disposed	12982	Direct
2012-02-01	Common Stock	M	2000	$19.43	Acquired	14982	Direct
2012-02-01	Common Stock	S	2000	$31.3847	Disposed	12982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Stock Option - Right to Buy	$20.10	M	10000	Disposed	2012-05-23	Common Stock (10000)	Direct
2012-02-01	Stock Option - Right to Buy	$19.43	M	2000	Disposed	2012-08-30	Common Stock (2000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $31.335 to $31.4. 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.