SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TOPHAM HERBERT SCOTT

(Last) (First) (Middle)
MATTEL, INC.
333 CONTINENTAL BOULEVARD

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [ MAT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/16/2012 M 20,000 A $17.94 20,000 D
Common Stock 02/16/2012 S 20,000 D $32.5357 (1) 0 D
Common Stock 02/16/2012 M 17,625 A $23.58 17,625 D
Common Stock 02/16/2012 S 17,625 D $32.5357 (1) 0 D
Common Stock 02/16/2012 M 39,578 A $20.48 39,578 D
Common Stock 02/16/2012 S 39,578 D $32.5357 (1) 0 D
Common Stock 02/16/2012 M 24,146 A $17.58 24,146 D
Common Stock 02/16/2012 S 24,146 D $32.5357 (1) 0 D
Common Stock 02/16/2012 M 9,339 A $21.5 9,339 D
Common Stock 02/16/2012 S 9,339 D $32.5357 (1) 0 D
Common Stock 1,079 (2) I In 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option - Right to Buy $17.94 02/16/2012 M 20,000 08/01/2009 08/01/2016 Common Stock 20,000 $0 0 D
Employee Stock Option - Right to Buy $23.58 02/16/2012 M 17,625 08/01/2010 08/01/2017 Common Stock 17,625 $0 0 D
Employee Stock Option - Right to Buy $20.48 02/16/2012 M 39,578 08/01/2011 08/01/2018 Common Stock 39,578 $0 0 D
Employee Stock Option - Right to Buy $17.58 02/16/2012 M 24,146 07/31/2011 07/31/2019 Common Stock 24,146 $0 12,439 D
Employee Stock Option - Right to Buy $21.5 02/16/2012 M 9,339 08/02/2011 08/02/2020 Common Stock 9,339 $0 18,963 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $32.50 to $32.6025. 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.
2. As of February 16, 2012, the reporting person had a balance of $35,175.66 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.
Remarks:
/s/ Andrew Paalborg, Attorney-in-Fact for H. Scott Topham 02/17/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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