HASBRO, INC. — Director's Dealing 2012

Nov 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2012-11-26

Reporting Person: VERRECCHIA ALFRED J (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-26	Common Stock (Par Value $.50 per share)	M	250000	$15.875	Acquired	493620	Direct
2012-11-26	Common Stock (Par Value $.50 per share)	M	453515	$18.815	Acquired	947135	Direct
2012-11-26	Common Stock (Par Value $.50 per share)	F	298106	$38.295	Disposed	649029	Direct
2012-11-26	Common Stock (Par Value $.50 per share)	F	160023	$38.295	Disposed	489006	Direct
2012-11-27	Common Stock (Par Value $.50 per share)	J	15250	—	Disposed	182715	Indirect
2012-11-27	Common Stock (Par Value $.50 per share)	J	15250	—	Acquired	519791	Direct
2012-11-27	Common Stock (Par Value $.50 per share)	J	7700	—	Disposed	91225	Indirect
2012-11-27	Common Stock (Par Value $.50 per share)	J	7700	—	Acquired	60650	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-26	Stock Option (Right to Buy)	$15.875	M	250000	Disposed	2013-05-13	Common Stock (250000)	Direct
2012-11-26	Stock Option (Right to Buy)	$18.815	M	453515	Disposed	2013-07-26	Common Stock (453515)	Direct

Footnotes

F1: This represents delivery of already-owned stock in payment of the option exercise price.

F2: This represents payment of tax withholding using share withholding in connection with the exercise of stock options.

F3: On November 27, 2012, an annuity payment was made to Mr. Verrecchia from his grantor retained annuity trust resulting in the direct ownership of 15,250 of the shares previously reported as owned by his grantor retained annuity trust.

F4: Total has been adjusted to reflect a prior annuity payment from Mr. Verrecchia's grantor retained annuity trust resulting in the direct ownership of 15,535 of the shares previously reported as owned by his grantor retained annuity trust.

F5: Mr. Verrecchia disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.

F6: On November 27, 2012, an annuity payment was made to Mrs. Verrecchia from her grantor retained annuity trust resulting in her direct ownership of 7,700 of the shares previously reported as owned by her grantor retained annuity trust.

F7: Total has been adjusted to reflect a prior annuity payment from Mrs. Verrecchia's grantor retained annuity trust resulting in her direct ownership of 7,775 of the shares previously reported as owned by her grantor retained annuity trust.

F8: Mr. Verrecchia disclaims beneficial ownership of the shares held by his wife and the shares held by his wife's grantor retained annuity trust.

F9: These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

F10: 33 1/3% of these options became exercisable on each of May 14, 2004, May 14, 2005 and May 14, 2006.

F11: 33 1/3% of these options became exercisable on each of July 27, 2007, July 27, 2008 and July 27, 2009.