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^*

Kreczko Alan J

(Last)

(First)

(Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	E.V.P. and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2015

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)
Common Stock	02/22/2015		M		35,991.45	A	$0⁽¹⁾	55,176.7	D
Restricted Stock Units								17,934.913	D

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)
Performance Shares	⁽¹⁾	02/22/2015		A		35,991.45		⁽¹⁾	⁽¹⁾	Common Stock	35,991.45	$0.0000	35,991.45	D
Performance Shares	⁽¹⁾	02/22/2015		M			35,991.45	⁽¹⁾	⁽¹⁾	Common Stock	35,991.45	$0.0000	0.0000	D
Stock Option	$83							⁽²⁾	02/15/2016	Common Stock	2,938		2,938	D
Stock Option	$74.88							⁽³⁾	02/26/2018	Common Stock	8,577		8,577	D
Stock Option	$93.69							⁽⁴⁾	02/27/2017	Common Stock	2,884		2,884	D
Stock Option	$20.63							⁽⁵⁾	02/28/2022	Common Stock	40,486		40,486	D
Stock Option	$28.91							⁽⁶⁾	03/01/2021	Common Stock	26,332		26,332	D
Stock Option	$35.83							⁽⁷⁾	03/04/2024	Common Stock	47,214		47,214	D
Stock Option	$24.15							⁽⁸⁾	03/05/2023	Common Stock	64,267		64,267	D
Stock Option	$92.69							⁽⁹⁾	07/30/2017	Common Stock	2,477		2,477	D

Explanation of Responses:

1. On February 22, 2015, the Company's Compensation and Management Development Committee certified a performance share payout, based on the level of the Company's performance relative to pre-established objectives for the January 1, 2012 through December 31, 2014 performance period. The performance shares were paid in shares of the Company's common stock.

2. The options became fully exercisable on February 15, 2009, the third anniversary of the grant date.

3. 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 26, 2008, three years from the date of the grant.

4. The options became fully exercisable on February 27, 2010, the third anniversary of the grant date.

5. One-third of the options became exercisable on February 28, 2013, an additional one-third of the options became exercisable on February 28, 2014, and the remaining one-third of the options will become exercisable on February 28, 2015, the third anniversary of the grant date.

6. The options became fully exercisable on March 1, 2014, the third anniversary of the grant date.

7. One-third of the options will become exercisable on March 4, 2015, an additional one-third of the options will become exercisable on March 4, 2016, and the remaining one-third of the options will become exercisable on March 4, 2017, the third anniversary of the grant date.

8. One-third of the options became exercisable on March 5, 2014, an additional one-third of the options will become exercisable on March 5, 2015, and the remaining one-third of the options will become exercisable on March 5, 2016, the third anniversary of the grant date.

9. 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) July 30, 2010, three years from the date of the grant.

	/s/ Anthony J. Salerno, Attorney-in-Fact	02/24/2015
	** 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).
** 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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