SEC Form 4 · accession 0000046080-16-000132
HASBRO, INC. · HAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Goldner
Officer — President, CEO & Chairman · Director
Period of report
Feb 23, 2016
Accepted (ET)
Feb 25, 2016 · 5:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000046080
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock (Par Value $.50 per share) | Feb 23, 2016 | A | 89,543 | $0.00 | A | 172,348 | D | |
| Common Stock (Par Value $.50 per share) | Feb 23, 2016 | F | 40,965 | $74.415 | D | 131,383 | D | |
| Common Stock (Par Value $.50 per share) | Feb 23, 2016 | M | 150,000 | $38.395 | A | 281,383 | D | |
| Common Stock (Par Value $.50 per share)F3 | Feb 23, 2016 | S | 130,000 | $74.475 | D | 151,383 | D | |
| Common Stock (Par Value $.50 per share)F5 | holding | — | — | — | 371,882 | I | By the Brian G. Goldner Trust | |
| Common Stock (Par Value $.50 per share)F4,F5 | holding | — | — | — | 28,223 | I | By the Barbara S. Goldner Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F6,F7 | $38.395 | Feb 23, 2016 | M | 150,000 | D | — | Mar 25, 2017 | Common Stock | 150,000 | 250,000 | D |
| Option (Right to Buy)F6,F8 | $74.415 | Feb 23, 2016 | A | 157,243 | A | — | Feb 22, 2023 | Common Stock | 157,243 | 157,243 | D |
Explanation of responses
- F1Shares 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.
- F2This represents payment of tax withholding using share withholding in connection with the above earned performance share award.
- F3The 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).
- F4Share total has been updated to reflect shares acquired pursuant to dividend reinvestment plan.
- F5Mr. Goldner disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.
- F6These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.
- F7The 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.
- F833 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.