Statement of Changes in Beneficial Ownership (4)
January 03 2018 - 3:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GOLDNER BRIAN
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2. Issuer Name
and
Ticker or Trading Symbol
HASBRO INC
[
HAS
]
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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
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(Last)
(First)
(Middle)
C/O HASBRO INC, 1027 NEWPORT AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2017
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(Street)
PAWTUCKET, RI 02861
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (Par Value $.50 per share)
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12/31/2017
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M
(1)
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467976
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A
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$0
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712867
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D
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Common Stock (Par Value $.50 per share)
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12/31/2017
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M
(2)
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119318
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A
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$0
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832185
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D
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Common Stock (Par Value $.50 per share)
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12/31/2017
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F
(3)
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281549
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D
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$90.84
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550636
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D
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Common Stock (Par Value $.50 per share)
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416882.32
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I
(5)
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By the Brian D. Goldner Trust
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Common Stock (Par Value $.50 per share)
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28929.028
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I
(5)
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By the Barbara S. Goldner Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0
(4)
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12/31/2017
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M
(1)
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467976
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(4)
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(4)
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Common Stock
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467976
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$0
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0
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D
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Restricted Stock Units
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$0
(4)
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12/31/2017
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M
(2)
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119318
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(4)
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(4)
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Common Stock
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119318
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$0
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GOLDNER BRIAN
C/O HASBRO INC
1027 NEWPORT AVENUE
PAWTUCKET, RI 02861
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X
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Chairman & CEO
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Signatures
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Tarrant Sibley, P/O/A for Brian Goldner
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1/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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