SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AYER RAMANI

(Last)

(First)

(Middle)

THE HARTFORD FINANCIAL SERVICES GROUP -

ONE HARTFORD PLAZA

(Street)

HARTFORD

06155

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARTFORD FINANCIAL SERVICES GROUP INC/DE [ HIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units								73,301.395	D
Restricted Stock								27,733	D
Common Stock								16,900	I⁽¹⁾	By Limited Liability Company
Common Stock	07/30/2007		M⁽²⁾		68,742	A	$45.5	170,465	D
Common Stock	07/30/2007		S⁽²⁾		68,742	D	$91.988⁽³⁾	101,723	D
Common Stock								126,300	I	By 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$45.5	07/30/2007		M⁽²⁾			68,742	⁽⁴⁾	10/14/2008	Common Stock	68,742	$45.5	0	D
Stock Option	$34							⁽⁵⁾	02/18/2010	Common Stock	268,294		268,294	I	By Trust
Stock Option	$34							⁽⁵⁾	02/18/2010	Common Stock	140,203		140,203	D
Stock Option	$62.07							⁽⁶⁾	02/23/2011	Common Stock	222,046		222,046	D
Stock Option	$65.85							⁽⁷⁾	02/23/2012	Common Stock	201,556		201,556	D
Stock Option	$37.37							⁽⁸⁾	02/22/2013	Common Stock	171,465		171,465	D
Stock Option	$65.99							⁽⁹⁾	02/20/2014	Common Stock	96,723		96,723	D
Stock Option	$71.27							⁽¹⁰⁾	02/19/2015	Common Stock	79,454		79,454	D
Stock Option	$83							⁽¹¹⁾	02/15/2016	Common Stock	71,750		71,750	D
Stock Option	$93.69							⁽¹²⁾	02/27/2017	Common Stock	61,313		61,313	D

Explanation of Responses:

1. Shares of common stock held by a Limited Liability Company of which Mr. Ayer and his spouse are the co-managing and sole members.

2. Transaction effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

3. The sale price per share reported above reflects a weighted-average of a series of block trades, all of which were executed on July 30, 2007, as reported in further detail on Exhibit 99.1 hereto.

4. The option became fully exercisable as of April 15, 1999, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

5. The option became fully exercisable as of April 11, 2000, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

6. The option became fully exercisable as of July 27, 2005, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

7. The option became fully exercisable on November 17, 2005, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

8. The option became fully exercisable as of June 18, 2003, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for 10 consecutive trading days.

9. The option became fully exercisable as of February 18, 2007, the third anniversary of the grant date.

10. The option becomes fully exercisable upon the later of: (i) the closing price of the Issuer's Common Stock on the New York Stock Exchange reaches 125% of the grant price for at least 10 consecutive trading days or (ii) February 17, 2008, three years from the grant date. The closing price condition to vesting was met on May 16, 2006.

11. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 15, 2009, three years from the date of the grant. The closing price condition to vesting was met on May 18, 2007.

12. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 27, 2010, three years from the date of the grant.

Remarks:

	/s/ Amanda Grabowski Aquino, POA for Ramani Ayer by Power of Attorney of Ramani Ayer dated July 26, 2007.	08/01/2007
	** 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).
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