HASBRO, INC. — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2012-02-13

Reporting Person: VERRECCHIA ALFRED J (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock (Par Value $.50 per share)	M	175000	$11.16	Acquired	373210	Direct
2012-02-13	Common Stock (Par Value $.50 per share)	M	280000	$20.57	Acquired	653210	Direct
2012-02-13	Common Stock (Par Value $.50 per share)	S	455000	$36.7995	Disposed	198210	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Option (Right to Buy)	$11.16	M	175000	Disposed	2012-12-29	Common Stock (175000)	Direct
2012-02-13	Option (Right to Buy)	$20.57	M	280000	Disposed	2012-05-18	Common Stock (280000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	24375	Indirect
Common Stock (Par Value $.50 per share)	255250	Indirect
Common Stock (Par Value $.50 per share)	127500	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.55 to $37.41, inclusive. The reporting person undertakes to provide to Hasbro, Inc., any security holder of Hasbro, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).

F2: Mr. Verrecchia disclaims beneficial ownership of the shares held by his wife and the shares held by his wife's grantor retained annuity trust.

F3: Mr. Verrecchia disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.

F4: These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

F5: 33 1/3% of these options became exercisable on each of 4/25/2004, 4/25/2005 and 4/25/2006.

F6: 33 1/3% of these options became exercisable on each of 12/25/2005, 5/19/2007 and 5/19/2008.