Sec Form 4 Filing - GOLDNER BRIAN @ HASBRO INC - 2017-12-31

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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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)
Chairman & CEO
(Last) (First) (Middle)
C/O HASBRO INC, 1027 NEWPORT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2017
(Street)
PAWTUCKET, RI02861
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) 12/31/2017 M( 1 ) 467,976 A $ 0 712,867 D
Common Stock (Par Value $.50 per share) 12/31/2017 M( 2 ) 119,318 A $ 0 832,185 D
Common Stock (Par Value $.50 per share) 12/31/2017 F( 3 ) 281,549 D $ 90.84 550,636 D
Common Stock (Par Value $.50 per share) 416,882.32 I ( 5 ) By the Brian D. Goldner Trust
Common Stock (Par Value $.50 per share) 28,929.028 I ( 5 ) By the Barbara S. Goldner Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercis able and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units $ 0 ( 4 ) 12/31/2017 M( 1 ) 467,976 ( 4 ) ( 4 ) Common Stock 467,976 $ 0 0 D
Restricted Stock Units $ 0 ( 4 ) 12/31/2017 M( 2 ) 119,318 ( 4 ) ( 4 ) Common Stock 119,318 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDNER BRIAN
C/O HASBRO INC
1027 NEWPORT AVENUE
PAWTUCKET, RI02861
X Chairman & CEO
Signatures
Tarrant Sibley, P/O/A for Brian Goldner 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )Mr. Goldner disclaims beneficial ownership of all of the these shares except to the extent of his proportionate pecuniary interest therein.

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