HASBRO, INC. — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2012-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock (Par Value $.50 per share)	M	50000	$20.57	Acquired	65108	Direct
2012-02-08	Common Stock (Par Value $.50 per share)	M	20000	$20.355	Acquired	85108	Direct
2012-02-08	Common Stock (Par Value $.50 per share)	S	70000	$36.1974	Disposed	15108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Option (Right to Buy)	$20.57	M	50000	Disposed	2012-05-18	Common Stock (50000)	Direct
2012-02-08	Option (Right to Buy)	$20.355	M	20000	Disposed	2012-06-14	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	154216	Indirect
Common Stock (Par Value $.50 per share)	6670921	Indirect
Common Stock (Par Value $.50 per share)	5643064	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 $35.8575 to $36.36 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 range set forth in this footnote (1).

F2: Mr. Hassenfeld disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.

F3: These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

F4: 33 1/3% of the options became exercisable on December 25, 2005 and an additional 33 1/3% of the options became exercisable on May 19, 2007 and May 19, 2008.