HASBRO, INC. — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2010-12-31

Reporting Person: BIONDI FRANK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-19	Common Stock (Par Value $.50 per share)	J	3784	—	Acquired	14430	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Phantom Stock Units	$0	A	32	Acquired		Common Stock (32)	Direct
2010-04-19	Options (Right to Buy)	$18.765	J	1496	Acquired	2015-04-30	Common Stock (1496)	Direct
2010-04-19	Options (Right to Buy)	$17.0005	J	3077	Acquired	2012-02-05	Common Stock (3077)	Direct
2010-04-19	Options (Right to Buy)	$19.14	J	1503	Acquired	2014-04-30	Common Stock (1503)	Direct
2010-04-19	Options (Right to Buy)	$15.875	J	1708	Acquired	2013-05-13	Common Stock (1708)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	3760	Indirect

Footnotes

F1: On October 9, 2008, Mr. Biondi contributed 7,544 shares of common stock to grantor retained annuity trusts and voluntarily reported the transaction as a transfer of direct to indirect ownership. On April 19, 2010, annuity payments were made to Mr. Biondi from the grantor retained annuity trusts resulting in the direct ownership of 3,784 of the shares previously reported as owned by the grantor retained annuity trusts.

F2: All of the phantom stock units were acquired pursuant to the Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors in compliance with Rule 16b-3.

F3: Units correspond 1 for 1 with common stock.

F4: Units are settled only in cash and are payable after the reporting person ceases to be a director.

F5: The options were granted pursuant to the 2003 Stock Option Plan for Non-Employee Directors.

F6: On October 9, 2008, Mr. Biondi contributed options to purchase 29,250 shares of common stock to grantor retained annuity trusts and voluntarily reported the transaction as a transfer of direct to indirect ownership. On April 19, 2010, annuity payments were made to Mr. Biondi from the grantor retained annuity trusts resulting in the direct ownership of a portion of the options previously reported as owned by the grantor retained annuity trusts.

F7: 33 1/3% of the options became exercisable on each of May 1, 2006, May 1, 2007 and May 1, 2008.

F8: 20% of the options became exercisable on each of February 5, 2003, February 5, 2004, February 5, 2005, February 5, 2006 and February 5, 2007.

F9: 33 1/3% of the options became exercisable on each of May 1, 2005, May 1, 2006 and May 1, 2007.

F10: 33 1/3% of the options became exercisable on each of May 1, 2004, May 1, 2005 and May 1, 2006.