Sec Form 4 Filing - SARGENT RONALD @ MATTEL INC /DE/ - 2011-05-12

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 SARGENT RONALD 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., 333 CONTINENTAL BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2011 (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 05/12/2011 M 1,000 A 36,676 D Common stock 05/13/2011 M 7,087 A 43,763 D Common stock 05/13/2011 M 4,320 A 48,083 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 D ate Title Amount or Number of Shares Restricted Stock Units ( 1 ) 05/12/2011 M 1,000 ( 1 ) ( 1 ) Common stock 1,000 $ 0 0 D Restricted Stock Units ( 2 ) 05/13/2011 M 7,087 ( 2 ) ( 2 ) Common stock 7,087 $ 0 0 D Restricted Stock Units ( 3 ) 05/13/2011 M 4,320 ( 3 ) ( 3 ) Common stock 4,320 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SARGENT RONALD MATTEL, INC. 333 CONTINENTAL BLVD. EL SEGUNDO, CA90245 X Signatures /s/ Julie Kwok, Attorney-in-Fact for Ronald L. Sargent 05/16/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on a Form 4 dated May 29, 2008 and filed on June 2, 2008, the reporting person received a grant of 2,000 Restricted Stock Units ("RSUs") on May 29, 2008. On May 12, 2011, 50% of these RSUs vested, resulting in the issuance of 1,000 shares of Mattel common stock. ( 2 )As reported on a Form 4 dated May 13, 2009 and filed on May 14, 2009, the reporting person received a grant of 7,087 RSUs on May 13, 2009. Under the terms of his RSU grant agreement, these RSUs settled on the earlier of the third anniversary of the grant date or upon his Retirement, death or Disability. Mr. Sargent ceased to be a Director of Mattel on May 13, 2011 when he was "Retirement" eligible (i.e., he was at least 55 years old with at least five years of service with Mattel). ( 3 )As reported on a Form 4 dated May 11, 2010 and filed on May 13, 2010, the reporting person received a grant of 4,320 RSUs on May 11, 2010. Under the terms of his RSU grant agreement, these RSUs settled on the earlier of the third anniversary of the grant date or upon his Retirement, death or Disability. Mr. Sargent ceased to be a Director of Mattel on May 13, 2011 when he was "Retirement" eligible (i.e., he was at least 55 years old with at least five years of service with Mattel).

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).

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