Sec Form 4 Filing - LOEB RON @ MATTEL INC /DE/ - 2004-07-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LOEB RON
2. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [ MAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
MATTEL, INC. - MAIL STOP M1-1516, 333 CONTINENTAL BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2004
(Street)
EL SEGUNDO,, CA90245
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/26/2004 M 100,000 A $ 10.5 183,545 D
Common stock 07/26/2004 S 100,000 D $ 17.0902 83,545 D
Common stock 07/26/2004 M 10,000 A $ 14.6875 93,545 D
Common stock 07/26/2004 S 10,000 D $ 17.0902 83,545 D
Common stock 07/26/2004 M 7,500 A $ 15.95 91,045 D
Common stock 07/26/2004 S 7,500 D $ 17.0902 83,545 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock option (right to buy) $ 10.5 07/26/2004 M 100,000 02/03/2000 02/03/2010( 1 ) Common stock 100,000 $ 0 0 D
Stock option (right to buy) $ 14.6875 07/26/2004 M 10,000 06/07/2004 06/07/2010( 1 ) Common stock 10,000 $ 0 0 D
Stock option (right to buy) $ 15.95 07/26/2004 M 7,500 ( 2 ) 05/09/2011( 1 ) Common stock 7,500 $ 0 2,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LOEB RON
MATTEL, INC. - MAIL STOP M1-1516
333 CONTINENTAL BLVD.
EL SEGUNDO,, CA90245
X
Signatures
Ronald M. Loeb 07/26/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Loeb will attain the age of 72 prior to Mattel's 2005 Annual Meeting of Stockholders and thus, consistent with Mattel's retirement policy for directors, will retire from the Board of Directors by the date of such meeting. Mr. Loeb's options that have not vested by his retirement date will expire on such date, and Mr. Loeb's options that have vested and are outstanding on his retirement date will expire 90 days after such date.
( 2 )The date of grant for this option was May 9, 2001. The option became exercisable as to 2,500 shares on each of May 9, 2002, May 9, 2003 and May 9, 2004. The option becomes exercisable as to the remaining 2,500 shares on May 9, 2005.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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