X0303 4 2009-08-01 0000063276 MATTEL INC /DE/ MAT 0001194271 KAYE ALAN MATTEL, INC. 333 CONTINENTAL BLVD. EL SEGUNDO, CA 90245 0 1 0 0 Sr. VP - Human Resources Common stock 2009-08-01 4 M 0 6250 A 9640 D Common stock 2009-08-01 4 F 0 2235 17.58 D 7405 D Common stock 2009-08-01 4 M 0 6250 A 13655 D Common stock 2009-08-01 4 F 0 2235 17.58 D 11420 D Common stock 6847 I In 401(k) Restricted Stock Units 2009-08-01 4 M 0 6250 0 D Common stock 6250 0 D Restricted Stock Units 2009-08-01 4 M 0 6250 0 D Common stock 6250 6250 D Stock option - right to buy 17.58 2009-07-31 4 A 0 72267 0 A 2019-07-31 Common stock 72267 72267 D Restricted Stock Units 2009-07-31 4 A 0 15169 0 A Common stock 15169 15169 D As reported on a Form 4 dated August 1, 2006 and filed on August 2, 2006, the reporting person received a grant of 12,500 Restricted Stock Units ("RSUs" or "Units") on August 1, 2006. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary 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 common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2009, the final 50% of these RSUs vested, resulting in the issuance of 6,250 shares of Mattel common stock. Pursuant to the terms of the August 1, 2006 RSU grant, 2,235 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. As reported on a Form 4 dated August 1, 2007 and filed on August 3, 2007, the reporting person received a grant of 12,500 RSUs on August 1, 2007. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary 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 common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2009, the first 50% of these RSUs vested, resulting in the issuance of 6,250 shares of Mattel common stock. Pursuant to the terms of the August 1, 2007 RSU grant, 2,235 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. As of July 31, 2009 the reporting person had a balance of $120,370 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP. The option was granted on July 31, 2009 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant. The RSUs were granted on July 31, 2009 pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary 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 common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. /s/ Andrew Paalborg, Attorney-in-Fact for Alan Kaye 2009-08-03