MATTEL INC /DE/ — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-01-03

Reporting Person: STOCKTON BRYAN (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Restricted Stock Units	$	A	27022	Acquired		Common stock (27022)	Direct
2012-01-03	Stock Option - Right to Buy	$27.755	A	121753	Acquired	2022-01-03	Common stock (121753)	Direct

Footnotes

F1: The restricted stock units ("RSUs or "Units") were granted on January 3, 2012 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights

F2: The RSUs vest as to 50% of the Units on the second anniversay of the date of grant and as to the remaining 50% of the Units on the third anniversay 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, Inc. common stock (or, at the election of Mattel, Inc., 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 stock option was granted on January 3, 2012 pursuant to the 2010 Plan. The option vests and becomes exercisable, as follows: (i) 33% of the shares on the first anniversary of the date of grant, (ii) an additional 33% of the shares on the second anniversary of the date of grant, and (iii) the remaining 34% of the shares on the third anniversary of the date of grant.