HASBRO, INC. — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2017-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-31	Common Stock (Par Value $.50 per share)	M	467976	—	Acquired	712867	Direct
2017-12-31	Common Stock (Par Value $.50 per share)	M	119318	—	Acquired	832185	Direct
2017-12-31	Common Stock (Par Value $.50 per share)	F	281549	$90.84	Disposed	550636	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-31	Restricted Stock Units	$0	M	467976	Disposed		Common Stock (467976)	Direct
2017-12-31	Restricted Stock Units	$0	M	119318	Disposed		Common Stock (119318)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par Value $.50 per share)	416882.32	Indirect
Common Stock (Par Value $.50 per share)	28929.028	Indirect

Footnotes

F1: On 4/24/2013 Mr. Goldner was granted 467,976 restricted stock units. The vesting of those restricted stock units was subject to two conditions which are detailed in footnote 4. The grant of those restricted stock units was reported on a Form 4 dated April 26, 2013. The restricted stock units vested on December 31, 2017 upon satisfaction of both vesting conditions.

F2: On 2/12/2014 Mr. Goldner was granted 119,318 restricted stock units. The vesting of those restricted stock units was subject to two conditions which are detailed in footnote 4. The grant of those restricted stock units was reported on a Form 4 dated February 14, 2014. The restricted stock units vested on December 31, 2017 upon satisfaction of both vesting conditions.

F3: This represents payment of tax withholding on the vesting of the two restricted stock unit awards through the delivery to Hasbro of shares of common stock already owned by Mr. Goldner.

F4: Each restricted stock unit represented a contingent right to earn one share of Hasbro common stock. The restricted stock units had two vesting components. The first vesting component was based on the achievement of certain stock price thresholds for Hasbro's common stock which are detailed in the Forms 4 reporting the grants of the restricted stock units. The second vesting component was subject to Mr. Goldner remaining employed with Hasbro through December 31, 2017. Both vesting components were satisfied and the restricted stock units vested on December 31, 2017.

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