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*
Pinkes Andrew J

(Last) (First) (Middle)
THE HARTFORD
ONE HARTFORD PLAZA

(Street)
HARTFORD CT 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)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011
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)
Code V Amount (A) or (D) Price
Restricted Stock Units 03/01/2011 A 8,647.527 A $28.91 24,257.422 D
Common Stock 03/01/2011 M (1) 10,799 A $7.04 14,475.597 D
Common Stock 03/01/2011 S (1) 13,354.595 D $29.89 (2) 1,121.002 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $37.37 (3) 02/22/2013 Common Stock 706 706 D
Stock Option $65.99 (4) 02/20/2014 Common Stock 1,594 1,594 D
Stock Option $83 (5) 02/15/2016 Common Stock 2,938 2,938 D
Stock Option $93.69 (6) 02/27/2017 Common Stock 3,650 3,650 D
Stock Option $74.88 (7) 02/26/2018 Common Stock 4,832 4,832 D
Stock Option $7.04 03/01/2011 M (1) 10,799 (8) 02/25/2019 Common Stock 10,799 $7.04 7,305 D
Stock Option $28.91 03/01/2011 A 23,234 (9) 03/01/2021 Common Stock 23,234 $0.00 23,234 D
Restricted Units (10) (10) 02/25/2012 (10) Common Stock (10) 10,653.314 (10) 10,653.314 D
Restricted Units (11) (11) 11/05/2012 (11) Common Stock (11) 6,867.949 (11) 6,867.949 D
Restricted Units (12) (12) 02/25/2013 (12) Common Stock (12) 15,413.709 (12) 15,413.709 D
Deferred Units (13) (13) 11/05/2011 (13) Common Stock (13) 992.48 (13) 992.48 D
Deferred Units (14) (14) 02/25/2012 (14) Common Stock (14) 1,470.286 (14) 1,470.286 D
Deferred Units (15) (15) 05/03/2013 (15) Common Stock (15) 822.602 (15) 822.602 D
Explanation of Responses:
1. Transaction effected pursuant to a pre-planned trading plan entered into on 11/11/2010 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
2. Price reflected is the weighted average sale price for shares sold. The range of sales prices for the transactions reported was $29.84 to $30.00 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. All options became exercisable as of February 20, 2006, the third anniversary of the grant date.
4. All options became exercisable as of February 18, 2007, the third anniversary of the grant date.
5. All options became exercisable as of February 15, 2009, the third anniversary of the grant date.
6. All options became exercisable as of February 27, 2010, the third anniversary of the grant date.
7. All options became exercisable as of February 26, 2011, the third anniversary of the grant date.
8. One third of the option became exercisable on February 25, 2010, an additional one third, became exercisable on February 25, 2011, and the remaining one-third will become exercisable on February 25, 2012, the third anniversary of the grant date.
9. One third of the option will become exercisable on March 1, 2012, an additional one third of the option will become exercisable on March 1, 2013 and the remaining one-third of the option will become exercisable on March 1, 2014, the third anniversary of the grant date.
10. Each restricted unit will vest on the expiration date and be settled in cash immediately following the expiration date for an amount equal to the closing price per share of the Company's common stock on the expiration date as reported on the New York Stock Exchange.
11. Each restricted unit will be settled in cash as soon as practicable and in any event within 90 days, after November 05, 2012 (the "Valuation Date"). The cash settlement payable per unit shall be equal the closing stock price per share of the Company's common stock on the Valuation Date as reported on the New York Stock Exchange.
12. One-third of the restricted unit award will be settled in cash on the first, second and third anniversaries of the grant date (February 25, 2010) based on the Company's closing stock price on the New York Stock Exchange on the applicable anniversary date. Each tranche of the award is subject to a one year holding period from the date of settlement.
13. Each deferred unit will be settled in cash as soon as practicable, and in any event within 90 days, after the second anniversary of the grant date (November 5, 2009) for an amount equal to the Company's closing stock price on the New York Stock Exchange on the settlement date. Deferred units are fully vested when credited.
14. Each deferred unit will be settled in cash as soon as practicable, and in any event within 90 days, after the second anniversary of the grant date (February 25, 2010) for an amount equal to the Company's closing stock price on the New York Stock Exchange on the settlement date. Deferred units are fully vested when credited.
15. One-third of the deferred unit award will be settled in cash as soon as practicable, and in any event within 90 days, after the first, second and third anniversaries of the grant date {May 3, 2010) based on the Company's closing stock price on the New York Stock Exchange on the applicable anniversary date. Deferred units are fully vested when credited.
Remarks:
/s/ Donald C. Hunt, POA for Andrew J. Pinkes by Power of Attorney of Andrew J. Pinkes dated October 6, 2010. 03/03/2011
** Signature of Reporting Person Date
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