HASBRO, INC. — Director's Dealing 2013

Apr 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2013-04-24

Reporting Person: GOLDNER BRIAN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-24	Common Stock (Par Value $.50 per share)	M	75000	$18.575	Acquired	132805.0001	Direct
2013-04-24	Common Stock (Par Value $.50 per share)	M	122888	$32.425	Acquired	255693.0001	Direct
2013-04-24	Common Stock (Par Value $.50 per share)	S	172888	$47.3046	Disposed	82805.0001	Direct
2013-04-24	Common Stock (Par Value $.50 per share)	G	25000	—	Disposed	57805.0001	Direct
2013-04-24	Common Stock (Par Value $.50 per share)	G	25000	—	Acquired	266882.3209	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-24	Restricted Stock Units	$	A	467976	Acquired		Common Stock (467976)	Direct
2013-04-24	Option (Right to Buy)	$47.21	A	317306	Acquired	2020-04-23	Common Stock (317306)	Direct
2013-04-24	Option (Right to Buy)	$18.575	M	75000	Disposed	2014-05-19	Common Stock (75000)	Direct
2013-04-24	Option (Right to Buy)	$32.425	M	122888	Disposed	2014-05-23	Common Stock (122888)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	16518.5213	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 $46.92 to $47.70, 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: This transaction involved a gift of securities by the Reporting Person to the Brian D. Goldner Trust.

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

F4: Each restricted stock unit represents a contingent right to earn one share of Hasbro common stock. The grant has two vesting components, each of which must be satisfied for Mr. Goldner to earn any shares under the award. The first vesting component is based on achievement of specified Hasbro common stock price thresholds (25% earned at $45/share; 25% earned at $52/share; 25% earned at $56/share; 25% earned at $60/share). To achieve the stock price thresholds the average closing sales price for Hasbro's common stock must trade at or above the threshold price for at least 30 consecutive trading days. The second vesting component requires that, subject to certain termination scenarios set forth in Mr. Goldner's Employment Agreement with the Company, Mr. Goldner remains continuously employed with the Company through December 31, 2017.

F5: These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

F6: 33 1/3% of the options become exercisable on the first anniversary of the date of grant and an additional 33 1/3% of the options become exercisable on each anniversary of the date of grant thereafter.

F7: 33 1/3% of the options became exercisable on each of May 20, 2005, May 20, 2006 and May 20, 2007.

F8: 33 1/3% of the options became exercisable on each of May 24, 2008, May 24, 2009 and May 24, 2010.