HASBRO, INC. — Director's Dealing 2014

Feb 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2014-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Common Stock (Par Value $.50 per share)	M	164609	$27.095	Acquired	222414.0001	Direct
2014-02-12	Common Stock (Par Value $.50 per share)	M	235391	$31.625	Acquired	457805.0001	Direct
2014-02-12	Common Stock (Par Value $.50 per share)	S	390000	$52.0776	Disposed	67805.0001	Direct
2014-02-12	Common Stock (Par Value $.50 per share)	G	10000	—	Disposed	57805.0001	Direct
2014-02-12	Common Stock (Par Value $.50 per share)	G	10000	—	Acquired	361882.3209	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Restricted Stock Units	$	A	119318	Acquired		Common Stock (119318)	Direct
2014-02-12	Option (Right to Buy)	$52.11	A	302200	Acquired	2021-02-11	Common Stock (302200)	Direct
2014-02-12	Option (Right to Buy)	$27.095	M	164609	Disposed	2015-02-15	Common Stock (164609)	Direct
2014-02-12	Option (Right to Buy)	$31.625	M	235391	Disposed	2017-02-03	Common Stock (235391)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	16935.511	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 $52.35, inclusive. The reporting person undertakes to provide to Hasbro, Inc., any security holder of Hasbro, Inc. or the staff of 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: Share total has been updated to reflect shares acquired pursuant to dividend reinvestment plan.

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

F5: 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 compenent 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 after April 24, 2013. To 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.

F6: These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

F7: 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.

F8: 33 1/3% of the options became exercisable on February 13, 2009, February 13, 2010 and February 13, 2011.

F9: 33 1/3% of the options became exercisable on February 4, 2011, February 4, 2012 and February 4, 2013.