HASBRO, INC. — Director's Dealing 2015

Apr 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2015-04-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-22	Common Stock (Par Value $.50 per share)	M	76703	$31.625	Acquired	134508	Direct
2015-04-22	Common Stock (Par Value $.50 per share)	M	87000	$38.395	Acquired	221508	Direct
2015-04-22	Common Stock (Par Value $.50 per share)	S	102416	$72.215	Disposed	119092	Direct
2015-04-22	Common Stock (Par Value $.50 per share)	S	36287	$72.9721	Disposed	82805	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-22	Option (Right to Buy)	$31.625	M	76703	Disposed	2017-02-03	Common Stock (76703)	Direct
2015-04-22	Option (Right to Buy)	$38.395	M	87000	Disposed	2017-03-25	Common Stock (87000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	351882.32	Indirect
Common Stock (Par Value $.50 per share)	27424.96	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 $71.88 to $72.68, 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 $72.97 to $73.00, 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. Goldner 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 the options became exercisable on each of February 4, 2011, February 4, 2012 and February 4, 2013.

F6: The options vested and became exercisable in five cumulative equal installments on each of March 26, 2011, March 26, 2012, March 26, 2013, March, 26, 2014 and December 30, 2014.