HASBRO, INC. — Director's Dealing 2014

Aug 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2014-08-26

Reporting Person: VERRECCHIA ALFRED J (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-26	Common Stock (Par Value $.50 per share)	M	250000	$27.095	Acquired	775176	Direct
2014-08-26	Common Stock (Par Value $.50 per share)	S	250000	$52.1229	Disposed	525176	Direct
2014-08-27	Common Stock (Par Value $.50 per share)	M	243827	$27.095	Acquired	769003	Direct
2014-08-27	Common Stock (Par Value $.50 per share)	S	243827	$52.2296	Disposed	525176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-26	Stock Option (Right to Buy)	$27.095	M	250000	Disposed	2015-02-12	Common Stock (250000)	Direct
2014-08-27	Stock Option (Right to Buy)	$27.095	M	243827	Disposed	2015-02-12	Common Stock (243827)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	60650	Indirect
Common Stock (Par Value $.50 per share)	182175	Indirect
Common Stock (Par Value $.50 per share)	91225	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 $51.90 to $52.63, 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: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $52.00 to $52.63, 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 (2).

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: 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 these options became exercisable on each of February 13, 2009, February 13, 2010 and February 13, 2011.