SEC Form 4 · accession 0000046080-18-000004
HASBRO, INC. · HAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Goldner
Officer — Chairman & CEO · Director
Period of report
Dec 31, 2017
Accepted (ET)
Jan 3, 2018 · 3:40 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) | Dec 31, 2017 | M | 467,976 | $0.00 | A | 712,867 | D | |
| Common Stock (Par Value $.50 per share) | Dec 31, 2017 | M | 119,318 | $0.00 | A | 832,185 | D | |
| Common Stock (Par Value $.50 per share) | Dec 31, 2017 | F | 281,549 | $90.84 | D | 550,636 | D | |
| Common Stock (Par Value $.50 per share)F5 | holding | — | — | — | 416,882 | I | By the Brian D. Goldner Trust | |
| Common Stock (Par Value $.50 per share)F5 | holding | — | — | — | 28,929 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4 | $0.00 | Dec 31, 2017 | M | 467,976 | D | — | — | Common Stock | 467,976 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Dec 31, 2017 | M | 119,318 | D | — | — | Common Stock | 119,318 | 0 | D |
Explanation of responses
- F1On 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.
- F2On 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.
- F3This 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.
- F4Each 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.
- F5Mr. Goldner disclaims beneficial ownership of all of the these shares except to the extent of his proportionate pecuniary interest therein.