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^*

ZNAMIEROWSKI DAVID M

(Last)

(First)

(Middle)

THE HARTFORD FINANCIAL SERVICES GROUP

HARTFORD PLAZA

(Street)

HARTFORD

06115

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2005

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								5,186.7632	D
Restricted Stock								14,000	D
Common Stock	08/08/2005		M⁽¹⁾		95,740	A	$45.1271	102,283	D
Common Stock	08/08/2005		S⁽¹⁾		95,740	D	$76.8656	6,543	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)
Stock Option	$59.0917							⁽²⁾	02/20/2009	Common Stock	7,911		7,911	D
Stock Option	$39.3041	08/08/2005		M⁽¹⁾			11,782	⁽³⁾	02/18/2010	Common Stock	11,782	$39.3041	0	D
Stock Option	$47.642	08/08/2005		M⁽¹⁾			9,869	⁽⁴⁾	02/21/2008	Common Stock	9,869	$47.642	0	D
Stock Option	$44.5221	08/08/2005		M⁽¹⁾			3,487	⁽⁵⁾	10/16/2008	Common Stock	3,487	$44.5221	0	D
Stock Option	$56.375							⁽⁶⁾	07/21/2010	Common Stock	12,375		12,375	D
Stock Option	$62.07	08/08/2005		M⁽¹⁾			24,031	⁽⁷⁾	02/23/2011	Common Stock	24,031	$62.07	0	D
Stock Option	$65.85							⁽⁸⁾	02/23/2012	Common Stock	44,790		44,790	D
Stock Option	$37.37	08/08/2005		M⁽¹⁾			46,571	⁽⁹⁾	02/22/2013	Common Stock	46,571	$37.37	0	D
Stock Option	$65.99							⁽¹⁰⁾	02/20/2014	Common Stock	25,034		25,034	D
Stock Option	$71.27							⁽¹¹⁾	02/19/2015	Common Stock	15,891		15,891	D

Explanation of Responses:

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

2. The option became fully exercisable as of February 18, 2002, the third anniversary of the grant.

3. The option became fully exercisable as of February 16, 2003, the third anniversary of the grant.

4. The option became fully exercisable as of February 19, 2001, the third anniversary of the grant.

5. The option became fully exercisable as of October 14, 2001, the third anniversary of the grant.

6. On July 19, 2000, the reporting person was granted an option to purchase shares of common stock. The option cumulatively vests in four equal installments, subject to the Issuer?s satisfaction of certain performance criteria each year. The performance criteria for 2000, 2001 and 2002 were met, resulting in vesting of the option as to 12,375 shares, which shall be exercisable commencing March 1, 2004.

7. 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.

8. The option becomes fully exercisable upon the earlier of: (i) February 21, 2009 (seven years from the grant date) and (ii) 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.

9. 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 at least 10 consecutive trading days.

10. One-third of the option became exercisable on February 18, 2005, an additional one-third of the option will become exercisable on February 18, 2006 and the remaining one-third of the option will become exercisable on February 18, 2007, the third anniversary of the grant date.

11. 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 and (ii) February 17, 2008 (three years from the grant date).

Remarks:

	/s/ Steven L. Bray, POA for David M. Znamierowski by Power of Attorney of David M. Znamierowski dated February 19, 2004.	08/09/2005
	** 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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