HASBRO, INC. — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2012-09-28

Reporting Person: VERRECCHIA ALFRED J (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-12	Common Stock (Par Value $.50 per share)	J	41750	—	Acquired	243620	Direct
2012-09-12	Common Stock (Par Value $.50 per share)	J	20800	—	Acquired	45175	Indirect
2012-09-12	Common Stock (Par Value $.50 per share)	J	41750	—	Disposed	213500	Indirect
2012-09-12	Common Stock (Par Value $.50 per share)	J	20800	—	Disposed	106700	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Phantom Stock Units	$0	A	23	Acquired		Common Stock (23)	Direct

Footnotes

F1: On October 2, 2009, Mr. Verrecchia contributed 300,000 shares of common stock to a grantor retained annuity trust and voluntarily reported the transaction as a transfer of direct to indirect ownership. On September 12, 2012, annuity payments were made to Mr. Verrecchia from the grantor retained annuity trust resulting in the direct ownership of 41,750 of the shares previously reported as owned by the grantor retained annuity trust.

F2: On October 2, 2009, Mrs. Verrecchia contributed 150,000 shares of common stock to a grantor retained annuity trust and voluntarily reported the transaction as a transfer of shares held by Mrs. Verrecchia to shares held by Mrs. Verrecchia's grantor retained annuity trust. On September 12, 2012, annuity payments were made to Mrs. Verrecchia from the grantor retained annuity trust resulting in her direct ownership of 20,800 of the shares previously reported as owned by Mrs. Verrecchia's grantor retained annuity trust.

F3: Mr. Verrecchia disclaims beneficial ownership of the shares held by his wife and the shares held by his wife's grantor retained annuity trust.

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

F5: 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.

F6: Units correspond 1 for 1 with common stock.

F7: Units are settled only in cash and are payable after the reporting person ceases to be a director.