Hasbro, Inc.
HASBRO INC (Form: 4, Received: 05/17/2012 17:20:05)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOLDNER BRIAN
2. Issuer Name and Ticker or Trading Symbol

HASBRO INC [ HAS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O HASBRO INC, 1027 NEWPORT AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2012
(Street)

PAWTUCKET, RI 02862
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (Par Value $.50 per share)   5/15/2012     M    90000   A $20.57   192209.0001   D    
Common Stock (Par Value $.50 per share)   5/15/2012     S    90000   D $36.4898   (1) 102209.0001   D    
Common Stock (Par Value $.50 per share)   2/24/2012     G (2)   V 44404   D $0   57805.0001   D    
Common Stock (Par Value $.50 per share)   2/24/2012     G (2)   V 44404   A $0   225476.3209   (3) I   (4) By the Brian D. Goldner Trust  
Common Stock (Par Value $.50 per share)                  16045.9973   (3) I   (4) By the Barbara S. Goldner Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   (5) $20.57   5/15/2012     M         90000      (6) 5/18/2012   Common Stock   90000   $0   0   D    

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.23 to $36.60, 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).
( 2)  This transaction involved a gift of securities by the Reporting Person to the Brian D. Goldner Trust.
( 3)  Share totals have been updated to reflect shares acquired pursuant to dividend reinvestment plan.
( 4)  Mr. Goldner disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.
( 5)  These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.
( 6)  33 1/3% of the options became exercisable on each of December 25, 2005, May 19, 2007 and May 19, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOLDNER BRIAN
C/O HASBRO INC
1027 NEWPORT AVENUE
PAWTUCKET, RI 02862
X
President and CEO

Signatures
Tarrant Sibley, P/O/A for Brian Goldner 5/17/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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