SEC FORM 4

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^*

BROTHERS ELLEN L

(Last)

(First)

(Middle)

MATTEL, INC. - MAIL STOP M1-1516

333 CONTINENTAL BLVD.

(Street)

EL SEGUNDO,

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	07/17/2009		M		6,500⁽¹⁾	A	$13.6875	10,050	D
Common stock	07/17/2009		S		6,500⁽²⁾	D	$17	3,550	D
Common stock	07/20/2009		M		6,500⁽¹⁾	A	$13.6875	10,050	D
Common stock	07/20/2009		S		6,500⁽²⁾	D	$18	3,550	D
Common stock	07/20/2009		M		15,625⁽¹⁾	A	$11.875	19,175	D
Common stock	07/20/2009		S		15,625⁽²⁾	D	$18	3,550	D
Common stock								8,555⁽³⁾	I	In 401(k)
Common stock								923	I	In trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option - Right to Buy	$13.6875	07/17/2009		M			6,500⁽¹⁾	11/04/2001	11/04/2009	Common stock	6,500	$0	6,500	D
Employee Stock Option - Right to Buy	$13.6875	07/20/2009		M			6,500⁽¹⁾	11/04/2001	11/04/2009	Common stock	6,500	$0	0	D
Employee Stock Option - Right to Buy	$11.875	07/20/2009		M			15,625⁽¹⁾	03/15/2002	03/30/2010	Common stock	15,625	$0	31,250	D

Explanation of Responses:

1. The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

2. The sale occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

3. As of July 20, 2009, the reporting person had a balance of $154,931 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.

4. The Ellen L. Brothers Revocable Trust of 11/15/02.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Andrew Paalborg, Attorney-in-Fact for Ellen L. Brothers	07/21/2009
	** 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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