HASBRO, INC. — Director's Dealing 2009

Mar 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2009-02-27

Reporting Person: HASSENFELD ALAN G (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock (Par value $.50 per share)	J	1000188	—	Disposed	4769	Direct
2009-02-11	Common Stock (Par value $.50 per share)	G	25000	—	Disposed	229892	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Variable Share Forward Transaction	$	J	1000188	Disposed	2009-02-27	Common Stock (1000188)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par value $.50 per share)	154216	Indirect
Common Stock (Par value $.50 per share)	7380921	Indirect
Common Stock (Par value $.50 per share)	5630645	Indirect

Footnotes

F1: On February 27, 2009, Mr. Hassenfeld settled a variable share forward transaction (the "Transaction") with an unrelated third party (the "Buyer") that was entered into on February 20, 2008 relating to 1,000,188 shares of Common Stock. The Transaction specified a forward floor price of $27.0913 per share and a forward cap price of $32.5096 per share. The Transaction specified that on the settlement date, the reporting person would deliver to the Buyer (i) if the settlement price is less than or equal to the forward floor price, 1,000,188 shares,

F2: (ii) if the settlement price is greater than the forward floor price, but less than or equal to the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the forward floor price divided by the settlement price, and (iii) if the settlement price is greater than the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the quotient of (x) the forward floor price plus the excess of the settlement price over the forward cap price and (y) the settlement price.

F3: In lieu of delivering shares, Mr. Hassenfeld was eligible to elect to settle the Transaction on the Settlement Date for cash. On February 27, 2009, the settlement date, the settlement price was $22.89. Accordingly, Mr. Hassenfeld transferred to the Buyer 1,000,188 shares of Common Stock. Upon entering into the Transaction, Mr. Hassenfeld received a net cash payment from the Buyer of $473,799.95 and at the time pledged 1,000,188 shares of Common Stock to secure his obligations under the Transaction.

F4: Mr. Hassenfeld disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.