HASBRO, INC. — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2016-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock (Par Value $.50 per share)	A	89543	—	Acquired	172348	Direct
2016-02-23	Common Stock (Par Value $.50 per share)	F	40965	$74.415	Disposed	131383	Direct
2016-02-23	Common Stock (Par Value $.50 per share)	M	150000	$38.395	Acquired	281383	Direct
2016-02-23	Common Stock (Par Value $.50 per share)	S	130000	$74.475	Disposed	151383	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Option (Right to Buy)	$38.395	M	150000	Disposed	2017-03-25	Common Stock (150000)	Direct
2016-02-23	Option (Right to Buy)	$74.415	A	157243	Acquired	2023-02-22	Common Stock (157243)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	371882.32	Indirect
Common Stock (Par Value $.50 per share)	28222.728	Indirect

Footnotes

F1: Shares earned under a performance share award granted April 24, 2013 which was contingent upon Hasbro's achievement of certain stated financial goals over a three year performance period.

F2: This represents payment of tax withholding using share withholding in connection with the above earned performance share award.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $74.00 to $74.85, 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 (3).

F4: Share total has been updated to reflect shares acquired pursuant to dividend reinvestment plan.

F5: Mr. Goldner disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.

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: 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.

F8: 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.