HASBRO, INC. — Director's Dealing 2016

Apr 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2016-04-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-20	Common Stock (Par Value $.50 per share)	M	250000	$38.395	Acquired	401383	Direct
2016-04-20	Common Stock (Par Value $.50 per share)	S	53913	$85.7706	Disposed	347470	Direct
2016-04-20	Common Stock (Par Value $.50 per share)	S	151087	$86.4409	Disposed	196383	Direct
2016-04-20	Common Stock (Par Value $.50 per share)	G	45000	—	Acquired	416882.32	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-20	Option (Right top Buy)	$38.395	M	250000	Disposed	2017-03-25	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	28222.728	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 $85.22 to $86.2150, 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 $86.23 to $86.72, 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: This transaction involved a gift of securities by the Reporting Person to the Brian D. Goldner Trust.

F4: Mr. Goldner 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: 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.